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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION

SYMBRIA, INC., et. al.

Plaintiffs,

v.

JOHN R. CALLEN, et. al,

Defendants.

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No.: 20-cv-04084 

Judge Mary M. Rowland

DEFENDANT UNITED METHODIST HOME & SERVICES ANSWER AND 

AFFIRMATIVE DEFENSES TO PLAINTIFFS’ FOURTH AMENDED COMPLAINT

NOW COMES Defendant, UNITED METHODIST HOME & SERVICES, an Illinois 

Corporation, (“UMHS” and “Defendant”), by and through its attorneys, O’Hagan Meyer, LLC, and 

for its Answer to Plaintiffs’ Fourth Amended Complaint (“TAC”) [Dkt. # 604] states as follows:

Nature of the Action

1. This is an action for misappropriation of trade secrets, copyright infringement,

breach of non-solicitation and non-competition covenants, breach of contract, breach of fiduciary 

duty, tortious interference with contract, tortious interference with business expectancy, and aiding 

and abetting breach of fiduciary duty. Plaintiffs provide rehabilitation and wellness services in senior 

living and skilled nursing facilities across the United States. In the course of their business, plaintiffs 

have invested large amounts of time and money in developing commercially-valuable, competitivelysensitive information concerning the provision of healthcare services to senior adults that gives 

plaintiffs an advantage over their competitors. Plaintiffs’ former executive and managers have 

misappropriated and used this information in violation of federal and state trade secrets laws, the 

Copyright Act, in violation of contracts that they entered into and benefitted from, and in breach of

their fiduciary duties. These persons have disclosed this information to entities that compete with the 

plaintiffs, a number of which are owned in whole or in part by a company that was once one of 

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plaintiff Symbria, Inc.’s owners. That former owner has now decided to compete with Symbria, Inc. 

and its subsidiaries despite covenants it freely undertook not to do so when it sold its interest in 

Symbria, Inc. for substantial consideration consisting of cash, debt, and warrants to purchase stock 

in Symbria, Inc. in the future.

ANSWER: Defendant admits that Plaintiffs purport to bring this action for 

misappropriation of trade secrets, copyright infringement, breach of non-solicitation and noncompetition covenants, breach of contract, breach of fiduciary duty, tortious interference with 

contract, tortious interference with business expectancy, and aiding and abetting breach of 

fiduciary duty. Defendant further admits that Plaintiffs provide rehabilitation and wellness 

services in senior living and skilled nursing facilities, but Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the allegations that the aforementioned 

services are provided across the United States. Further, Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the allegations that in the course of their 

business, Plaintiffs have invested large amounts of time and money in developing commerciallyvaluable, competitively-sensitive information concerning the provision of healthcare services 

to senior adults that gives Plaintiffs an advantage over their competitors. Finally, Defendant 

denies all the remaining allegations in Paragraph 1. 

The Parties

2. Plaintiff Symbria, Inc. (“Symbria”) is the parent company of businesses that provide

clinical health services for senior living and post-acute care providers, including therapy, pharmacy 

services, and wellness programs in twelve states. Symbria was founded under the name Midwest 

Senior Network in January 1999 as a for-profit company by a group of not-for profit-members of 

Health Resource Alliance, Inc. Health Resource Alliance, Inc. was founded in 1995 by a group of 

not-for-profit organizations. In 2015, Symbria’s owners sold the company to an employee stock 

ownership plan (“ESOP”) trust, making Symbria an employee-owned company. Symbria is an 

Illinois corporation with its principal place of business in Warrenville, Illinois.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to 

whether Plaintiff Symbria, Inc. is the parent company of businesses that provide clinical health 

services for senior living and post-acute care providers, including therapy, pharmacy services, 

and wellness programs in twelve states. Defendant admits the remaining allegations in 

Paragraph 2.

3. Plaintiff Symbria Rehab, Inc. (“Symbria Rehab”), formerly known as Alliance Rehab, 

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Inc. is a wholly-owned subsidiary of Symbria. Symbria Rehab provides rehabilitation services for 

the residents and patients of senior living and post-acute care providers, including home health and 

wellness programs, by entering into exclusive contracts with those providers. In the state of Ohio, 

Symbria Rehab is the successor in interest to certain contracts formerly entered into by Symbria 

Rehab, LLC, a wholly-owned subsidiary of Symbria Rehab. Symbria Rehab is an Illinois corporation 

with its principal place of business in Warrenville, Illinois..

ANSWER: Defendant denies that Symbria Rehab provides home health as that term is 

commonly used in the industry. Answering further, Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the allegations in Paragraph 3.

4. Plaintiff Alliance Rehab of Connecticut, LLC (“Alliance Connecticut”) is a 

Connecticut limited liability company, majority-owned by Symbria Rehab, which is one of its 

members. Alliance Connecticut is a subsidiary of Symbria. Alliance Connecticut provides 

rehabilitation services for the residents and patients of senior living and post-acute care providers, 

including home health and wellness programs, by entering into exclusive contracts with those 

providers in the state of Connecticut.

ANSWER: Defendant denies that Plaintiff Alliance Connecticut provides home health as 

that term is commonly used in industry. Answering further, Defendant is without 

information or knowledge sufficient to form a belief as to the truth of the allegations in 

Paragraph 4.

5. Plaintiff Alliance HVA, L.L.C. (“Alliance HVA”) is a Pennsylvania limited liability 

company, majority-owned by Symbria Rehab, which is one of its members. Alliance HVA is a 

subsidiary of Symbria. Alliance HVA does business as Symbria Rehab, an HVA Senior Living 

Alliance Partner. Alliance HVA provides rehabilitation services for the residents and patients of 

senior living and post-acute care providers, including home health and wellness programs, by 

entering into exclusive contracts with those providers in the state of Pennsylvania.

ANSWER: Defendant denies that Plaintiff Alliance HVA provides home health as that 

term is commonly used in industry. Answering further, Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the allegations in Paragraph 5.

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6. Plaintiff GreatBanc Trust Company (“GreatBanc”) is the Trustee of the Symbria, 

Inc. Employee Stock Ownership Trust. GreatBanc is a trust company regulated by the State of 

Illinois, and independent fiduciary for retirement plans, specializing in employee stock ownership

plans. GreatBanc is an Illinois corporation with its principle place of business in Lisle, Illinois. 

GreatBanc brings this action not in its individual or corporate capacity, but solely in its capacity as 

Trustee of the Symbria, Inc. Employee Stock Ownership Trust.

ANSWER: Defendant admits that Great Banc purports to brings this action not in its 

individual or corporate capacity, but solely in its capacity as Trustee of the Symbria, Inc. 

Employee Stock Ownership Trust. Defendant is without information or knowledge sufficient 

to form a belief as to the truth of the allegations in Paragraph 6.

7. The Symbria, Inc. Employee Stock Ownership Trust (the “Symbria ESOP Trust”) 

was formed pursuant to the Symbria, Inc. Employee Stock Ownership Plan. Shares of stock in 

Symbria are held in the Symbria ESOP Trust for the benefit of the participants and beneficiaries of 

the Symbria, Inc. Employee Stock Ownership Plan.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to 

the truth of the allegations in Paragraph 7.

8. Symbria, Symbria Rehab, Alliance Connecticut, and Alliance HVA are referred to 

herein collectively as “Symbria and Affiliates.” Symbria, Symbria Rehab, Alliance Connecticut, 

Alliance HVA, GreatBanc, and the Symbria ESOP Trust are referred to herein collectively as 

“Plaintiffs.”

ANSWER: No allegation of fact is made in paragraph 8 of the Complaint so no answer is 

required by Defendant. To the extent that an answer is required, Defendant admits that the 

Complaint asserts that Symbria, Symbria Rehab, Alliance Connecticut, and Alliance HVA 

are referred to herein collectively as “Symbria and Affiliates.” Symbria, Symbria Rehab, 

Alliance Connecticut, Alliance HVA, GreatBanc, and the Symbria ESOP Trust are referred 

to herein collectively as “Plaintiffs.” 

9. Defendant John R. Callen (“Callen”) was formerly employed by Symbria Rehab 

since 1999 as its President, until his employment duties administratively terminated on January 12, 

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2017. Callen is a citizen of the state of Illinois.

ANSWER: Defendant admits the allegations in Paragraph 9.

10. Defendant United Methodist Homes & Services (“UMHS”) is a provider of services 

and residences for older adults. Until October 31, 2015, UMHS was one of the owners of Symbria. 

William A. Lowe (“Lowe”) is the President of UMHS. Callen was a member of the Board of

Directors of United Methodist Homes & Services through at least May 2019, serving as its Vice

Chairman. UMHS is an Illinois corporation with its principal place of business located at 1415 West 

Foster Avenue in Chicago, Illinois.

ANSWER: Defendant admits the allegations in Paragraph 10.

11. Defendant Christos V. Dilmas (“Dilmas”) was employed by Symbria Rehab starting 

on October 31, 2013, when he was hired as a Program Manager/Physical Therapist. On October 2, 

2016, he was promoted to Regional Director of Operations. Dilmas’ last day of employment by 

Symbria Rehab was September 25, 2019. Dilmas is a citizen of the state of Illinois.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to 

the truth of the allegations in Paragraph 11.

12. Defendant MedRehab Alliance Holdings, Inc. (“MedRehab Holdings”) is a holding 

company that is wholly-owned by UMHS. MedRehab Holdings is a Delaware corporation that is

registered to do business in Illinois and is located at 10400 West Higgins Road in Rosemont, Illinois. 

Lowe is President and Secretary of MedRehab Holdings.

ANSWER: Defendant admits MedRehab Alliance Holdings, Inc, (“MedRehab Holdings”) 

is a holding company that is wholly-owned by UMHS, that MedRehab Holding is a Delaware 

corporation that is registered to do business in Illinois, and Lowe is President and Secretary 

of MedRehab Holdings. Defendant denies the remaining allegations of paragraph 12 of the 

Complaint.

13. Defendant MedRehab Alliance, LLC (“MedRehab Alliance”) provides rehabilitation 

management services to hospitals, health systems, skilled nursing facilities, outpatient clinics, and 

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home health agencies. MedRehab Alliance is a Delaware limited liability company that is registered

to do business in Illinois and is located at 1415 West Foster Avenue in Chicago, Illinois. William 

Lowe is the manager of MedRehab Alliance. Callen is President, CEO, and Managing Partner of 

MedRehab Alliance. Through UMHS’ ownership of Med Rehab Holdings, UMHS owns 25.974 

percent of MedRehab Alliance. Callen owns 25.974 percent of MedRehab Alliance. PANDR 

Holdings LLC owns 25.974 percent of MedRehab Alliance. The manager of PANDR Holdings LLC 

is Rahul Sharma (“Sharma”).

When Irvine resigned from 

Symbria Rehab, she went to work for Plymouth Place, where she continues to be employed. 

According to a UMHS employee who is also an agent of defendant Pearl Health Care Services, Inc., 

Irvine was hired by Callen to work for his “Therapy company” and to be “stationed at Plymouth for 

now.”

ANSWER: Defendant admits that Defendant MedRehab Alliance, LLC (“MedRehab 

Alliance”) provides rehabilitation management services to hospitals, health systems, skilled 

nursing facilities, outpatient clinics, and home health agencies. MedRehab Alliance is a 

Delaware limited liability company that is registered to do business in Illinois and is located at 

1415 West Foster Avenue in Chicago, Illinois. William Lowe is the manager of MedRehab 

Alliance. Defendant admits that Callen is the President, CEO and Managing Partner of 

MedRehab Alliance. Defendant admits that through UMHS’ ownership of Med Rehab 

Holdings, UMHS owns 25.974 percent of MedRehab Alliance. Defendant admits that Callen 

owns 25.974 percent of MedRehab Alliance, that PANDR Holdings LLC owns 25.974 percent 

of MedRehab Alliance, and that the manager of PANDR Holdings LLC is Rahul Sharma.

Defendant denies that a UMHS employee who is also an agent of Defendant Pearl Health Care 

Services Inc. intended to convey or suggest, “Irvine was hired by Callen to work for his 

“Therapy company” and to be “stationed at Plymouth for now.” Defendant is without 

information or knowledge sufficient to form a belief as to the truth of the remaining allegations 

in Paragraph 13.

14. Defendant MedRehab Alliance Interstate, LLC (“MedRehab Interstate”) provides 

rehabilitation management services to hospitals, health systems, skilled nursing facilities, outpatient 

clinics, and home health agencies in states outside Illinois. It is an Illinois limited liability company 

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located at 1415 West Foster Avenue in Chicago. A majority of MedRehab Interstate is owned by 

MedRehab Holdings and therefore by UMHS. MedRehab Interstate has four managers: Callen, 

Lowe, Jim Sutton, and Sharma. Sharma also is a member of the Board of Directors of UMHS. Each

of them list UMHS’ Foster Avenue address as their place of business. Through MedRehab Holdings 

and MedRehab Alliance, UMHS owns 60 percent of MedRehab Interstate.

ANSWER: Defendant admits only that Defendant MedRehab Alliance Interstate, LLC 

(“MedRehab Interstate”), an Illinois limited liability company, provides rehabilitation 

management services to hospitals, health systems, skilled nursing facilities, outpatient clinics 

in states outside Illinois, and that its managers are Callen, Lowe and Rahul Sharma. 

Answering further, UMHS denies the remaining allegations in Paragraph 14.

15. Defendant Illinois Ancillary Services Network, LLC (“IASN”), formerly known as 

MedRehab Ancillary Services Illinois, LLC, is a provider of ancillary and home health care services. 

IASN is majority-owned by MedRehab Alliance, and through IASN, UMHS, Callen, and PANDR

Holdings LLC each own 25.974 percent of IASN. Plymouth Place owns a minority interest in IASN.

IASN is the sole owner of Pearl Healthcare Services, Inc. IASN is an Illinois limited liability 

company located at 1415 West Foster Avenue in Chicago, Illinois. Callen and Lowe are managers of 

IASN. IASN’s managers include Callen and Lowe and they list UMHS’ Foster Avenue address as 

their place of business.

ANSWER: Defendant admits IASN is owned by MedRehab Alliance and through IASN, 

UMHS, and Callen each own 25.974 percent of IASN, IASN is the sole owner of Pearl 

Healthcare Services, Inc., IASN is an Illinois limited liability company located at 1415 West 

Foster Avenue in Chicago, Illinois, Callen and Lowe are managers of IASN. Defendant denies 

the remaining allegations in paragraph 15 of the Complaint.

16. Defendant Pearl Health Care Services, Inc., doing business as MedRehab at Home 

and Chicago Med Home Health (“Pearl”), is a home health care agency that provides nursing, 

physical therapy, occupational therapy, speech pathology, and other home health services. Pearl is 

an Illinois corporation. Its officers are Callen, at the address of 10400 West Higgins Road in 

Rosemont, Illinois, and Lowe, at the address of 1415 West Foster Avenue in Chicago, Illinois. IASN 

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owns 100 percent of Pearl. Through its ownership interests in MedRehab Alliance and MedRehab 

Alliance’s ownership interest in IASN, UMHS, Callen, and PANDR Holding LLC own indirect 

controlling interests in Pearl. An employee of UMHS, Paul Spence, works for Pearl as its Business 

Development Director.

ANSWER: Defendant admits only that Pearl Health Care Services, Inc. is registered to do 

business as Chicago Med Home Health, that it is an Illinois corporation and that its officers 

are Callen, at the address of 10400 West Higgins Road in Rosemont, Illinois, and Lowe, at the 

address of 1415 West Foster Avenue in Chicago, Illinois. UMHS denies the remaining 

allegations in Paragraph 16.

17. Defendant Chicago Rehabilitation Collective PLLC (“Chicago Rehab”) provides 

medical services through health care professionals including physical therapists, occupational 

therapists, speech therapists, and respiratory therapists, with offices located at 10400 West Higgins

Road in Rosemont, Illinois and 315 North LaGrange Road in LaGrange Park, Illinois. Callen at all 

times actively manages Chicago Rehab and is an agent of Chicago Rehab, and Callen was one of the 

owners of Chicago Rehab, together with his “partners” Sharma and Sajjad Murtaza (“Murtaza”). 

Dilmas became employed by Chicago Rehab at Callen’s request at the time he resigned from 

Symbria Rehab. Chicago Rehab is an Illinois professional limited liability company. The managers 

of Chicago Rehab use the Higgins Road address as their business address. Chicago Rehab is the 

successor in interest to Chicago Rehabilitation Collective, LLC, a Delaware limited liability company 

that was formed on April 29, 2019, and to Chicago Rehabilitation Collective, LLC, an Illinois limited 

liability company into which Chicago Rehabilitation Collective, LLC, a Delaware limited liability 

company, was domesticated on June 20, 2019.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the remaining allegations in Paragraph 17.

18. Defendant MedRehab Therapy Associates of Illinois, LLC (“MedRehab Therapy”) 

is a provider of clinical health services for senior living and post-acute care providers. MedRehab 

Therapy is an Illinois limited liability company located at 10400 West Higgins Road in Rosemont, 

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Illinois. Callen is the manager of MedRehab Therapy and an owner of MedRehab Therapy.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the remaining allegations in Paragraph 18.

19. Defendant Joint & Neuro Rehab Associates, LLC (“Joint & Neuro”) is on 

information and belief a provider of acute and post-acute rehabilitation staffing and management 

services to hospitals, health systems, outpatient physical therapy, pain management, and 

musculoskeletal clinics, skilled nursing facilities, home health agencies, and senior care 

communities. Joint & Neuro is a Delaware limited liability company that is registered to do business 

in Illinois and is located at 10400 West Higgins Road in Rosemont, Illinois. Callen is a manager of 

Joint & Neuro, along with Sharma, Murtaza, and Amish Patel, its CEO, and managing partner. Callen

is an owner of Joint & Neuro. The managers of Joint & Neuro list their business addresses at the Higgins 

Road address in Rosemont. Joint & Neuro was formerly known as Joint & Neuro Rehab Associates of 

Chicago, LLC.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the remaining allegations in Paragraph 19.

20. Defendant MedRehab Alliance Wisconsin, LLC (“MedRehab Wisconsin”) provides, 

on information and belief, rehabilitation management services to hospitals, health systems, skilled 

nursing facilities, outpatient clinics, and home health agencies. MedRehab Wisconsin is a Delaware 

limited liability company that is located at 10400 Higgins Road in Rosemont, Illinois. MedRehab 

Wisconsin is owned by MedRehab Alliance, and through MedRehab Alliance, UMHS and Callen 

each own controlling interests in MedRehab Wisconsin.

ANSWER: Defendant denies MedRehab Alliance Wisconsin, LLC (“MedRehab 

Wisconsin”) provides rehabilitation management services to hospitals, health systems, skilled 

nursing facilities, outpatient clinics, and home health agencies, MedRehab Wisconsin is owned 

by MedRehab Alliance and through MedRehab Alliance, UMHS, and Callen each own 

controlling interests in MedRehab Wisconsin. Defendant admits the remaining allegations in 

paragraph 20 of the Complaint.

21. Defendant Joint & Neuro Rehab Associates of Chicago, LLC (“Joint & Neuro 

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Chicago”) is on information and belief a provider of acute and post-acute rehabilitation staffing and 

management services to hospitals, health systems, outpatient physical therapy, pain management, 

and musculoskeletal clinics, skilled nursing facilities, home health agencies, and senior care 

communities. Joint & Neuro Chicago is a Delaware limited liability company that is registered to do 

business in Illinois and is located at 10400 West Higgins Road in Rosemont, Illinois. Callen is a 

manager of Joint & Neuro Chicago and its CEO, along with fellow managers Sharma, Murtaza, and 

Amish Patel, and the managing partner. 

Through 

his ownership interest in Joint & Neuro, Callen is an indirect owner of Joint & Neuro Chicago. The 

four managers of Joint & Neuro Chicago are the same as the managers of Joint & Neuro and list their 

business addresses at the same Higgins Road address in Rosemont.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 21.

22. Defendants MedRehab Holdings, MedRehab Alliance, MedRehab Interstate, IASN,

Pearl, Chicago Rehab, Joint & Neuro, MedRehab Therapy, MedRehab Wisconsin, and Joint & 

Neuro Chicago are referred to collectively in this Amended Complaint as the “MedRehab Entities.”

ANSWER: Defendant denies that Chicago Rehab, Joint & Neuro and Joint & Neuro 

Chicago are MedRehab Entities. Answering further, Defendant denies that Pearl or IASN are 

operational. Answering further, Defendant admits that Plaintiff purports to allege that 

Defendants MedRehab Holdings, MedRehab Alliance, MedRehab Interstate, IASN, Pearl, 

Chicago Rehab, Joint & Neuro, Joint & Neuro Chicago, MedRehab Therapy and MedRehab 

Wisconsin are referred to as the MedRehab Entities, but denies that they are all MedRehab 

entities.

23. On information and belief, the MedRehab Entities operate out of three small office 

locations: (1) a small leased office suite at 10400 West Higgins Road, in Rosemont, Illinois, (2) 

offices located with UMHS’ headquarters and senior living facility at 1415 West Foster Avenue in 

Chicago, and (3) a small leased office in Greenville, Pennsylvania. At their office in Rosemont, the 

sign in the common-area hallway on their office suite simply reads “MedRehab Alliance,” as shown 

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in this photograph:

ANSWER: Defendant denies the allegations in Paragraph 23.

24. The MedRehab Entities share employees between them and have a small number of

employees among them – approximately ten, excluding professionals who provide therapy

services. Chicago Rehab “loans” employees, including former employees of Symbria and Affiliates, 

to Joint & Neuro, Joint & Neuro Chicago, MedRehab Alliance, and MedRehab Interstate. MedRehab 

Alliance contracts employees to MedRehab Interstate. An employee of UMHS serves as Business 

Director of Pearl.

ANSWER: UMHS denies that an employee of UMHS currently serves as Business Director 

of Pearl. Answering further, Defendant is without knowledge or information sufficient to form 

a belief as to the truth of the remaining allegations in Paragraph 24.

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25. Callen, MedRehab Alliance, MedRehab Interstate, Pearl, and MedRehab Therapy 

jointly maintain electronic documents in a cloud account registered to MedRehab Alliance. 

Information contained on that cloud account and known to one of these persons or entities is known 

by all of them. Pearl also maintains electronic documents on a server under the control of UMHS. 

Information on Pearl’s server is known to UMHS.

ANSWER: Defendant admits that Pearl maintains electronic documents on a server under 

the control of UMHS. Defendant is without knowledge or information sufficient to form a 

belief as to the truth of the remaining allegations in Paragraph 25. 

Jurisdiction and Venue

26. This Court has jurisdiction over this action pursuant to the Defend Trade Secrets Act 

(“DTSA”), 18 U.S.C. § 1836(c), because this is an action against all Defendants under that act. The 

court also has jurisdiction pursuant to 28 U.S.C. § 1331 because Plaintiff’s claims under the DTSA 

present a federal question under the laws of the United States. The Court also has jurisdiction 

pursuant to 28 U.S.C. § 1338(a) because Symbria’s claims arising under the Copyright Act, 17 U.S.C. 

§ 101 et seq., present a federal question under the laws of the United States. This Court has 

supplemental jurisdiction over Plaintiffs’ state law claims pursuant to 28 U.S.C. § 1367(a) because 

they are so related to Plaintiffs’ claims under the DTSA and the Copyright Act that they form part of 

the same case or controversy. In addition, defendant Callen has consented to this Court’s personal 

jurisdiction over him 

ANSWER: Defendant admits that this Court has jurisdiction over this case. UMHS denies 

the remaining allegations in Paragraph 26.

27. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b)(1) because all 

Defendants are residents of the state of Illinois, given that each defendant is subject to personal 

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jurisdiction in Illinois as set forth in 28 U.S.C. § 1367(c)(2) and that each defendant that is a 

corporation resides in this district because their respective contacts with this district would subject 

them to personal jurisdiction in this district if this district were a separate state. Venue is also proper 

in this district pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part of the events or omissions 

giving rise to claims occurred in this district. Venue is also proper as to defendant Callen because 

Venue is also proper as to UMHS because the Stock Purchase 

Agreement between it and Symbria, Inc. provides that venue is proper in this Court.

ANSWER: Defendant admits that venue is proper in the Northern District of Illinois, 

Eastern Division. UMHS denies the remaining allegations in Paragraph 27.

FACTS COMMON TO ALL COUNTS

The Sale of Symbria and the Creation fo the ESOP

28. On October 31, 2015, UMHS and the other twelve owners of Symbria sold their 

stock in Symbria. While one of the owners sold its interest only for cash, UMHS and eleven of the 

other owners entered into a Stock Purchase Agreement (“SPA”), pursuant to which UMHS and the 

other eleven owners entering into the agreement sold their stock in Symbria to an ESOP trust in

exchange for cash, subordinated notes given by Symbria, and warrants to purchase shares of stock

in Symbria in the future. For its interest in Symbria, UMHS received cash in excess of $1.5 

million, a note in an amount greater than $3.1 million, and a warrant to purchase over 32,000 shares 

of Symbria stock in the future. Each of the other owners entering into the SPA received the same

consideration, except for one, which owned a greater number of shares in Symbria and 

therefore received proportionately greater amounts of each form of consideration. The cash and 

debt components received for the purchase of the owners’ shares, totaling approximately $60

million, were financed by a senior lender to Symbria. A true and correct copy of the Stock Purchase 

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Agreement is attached hereto as Exhibit 1.

ANSWER: UMHS admits that it entered in the Stock Purchase Agreement on October 31, 

2015. Further, UMHS admits only that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 28 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 28. UMHS denies that Plaintiffs have fulfilled its obligations in the Stock Purchase 

Agreement. Answering further, UMHS is without information or knowledge sufficient to form 

a belief as to the truth of the remaining allegations in Paragraph 28.

29. Argent Trust Company, in its capacity as Trustee of the Symbria, Inc. Employee 

Stock Ownership Program, was a party to the SPA. Argent Trust Company was identified in the 

SPA as the “ESOP Trustee.” GreatBanc is now the present Trustee of the Symbria, Inc. Employee 

Stock Ownership Trust and in that capacity is the successor to Argent Trust Company and its rights 

and obligations under the SPA.

ANSWER: UMHS admits that Argent Trust Company, was identified in the Stock Purchase 

Agreement as the ESOP Trustee, not in its individual or corporate capacity, but solely in its 

capacity as Trustee of the Symbria, Inc. Employee Stock Ownership Trust. Further, UMHS 

admits only that Exhibit 1, identified by Plaintiffs as the Stock Purchase Agreement (“SPA”), 

is a written document and the document is the best evidence of its terms and contents. UMHS 

denies that the document identified as Exhibit 1 includes the entirety of the Stock Purchase 

Agreement. To the extent Plaintiffs’ allegations within Paragraph 29 are inconsistent with the 

Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 29. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the remaining allegations in Paragraph 29.

30. UMHS and the other entities selling their stock under the SPA each received a note 

from Symbria, subordinated to Symbria’s debt to its senior lender. Principal and interest under the 

subordinated notes is due over a ten-year period.

ANSWER: UMHS admits that it received a note from Symbria, subordinated to Symbria’s 

debt to its senior lender, with principal and interest under the note due to UMHS pursuant to 

the terms of the executed Stock Purchase Agreement. Answering further, UMHS denies that 

Symbria has fulfilled its obligations pursuant to the Stock Purchase Agreement. The Stock 

Purchase Agreement, is a written document and the document is the best evidence of its terms 

and contents. To the extent Plaintiffs’ allegations within Paragraph 30 are inconsistent with 

the Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 30. 

UMHS is without information or knowledge sufficient to form a belief as to the truth of the 

remaining allegations in Paragraph 30.

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31. UMHS and the other entities selling their stock under the SPA also received warrants 

that may not be exercised until the senior debt holder and subordinated debt holders are paid in full.

The higher the value of Symbria’s stock at the time the warrants are exercised, the higher the amount 

that UHMS and the other former owners will realize from exercising the warrants.

ANSWER: UMHS admits that it is promised to receive warrants from Symbria due to 

UMHS pursuant to the terms of the executed Stock Purchase Agreement. UMHS admits that 

it has not been able to exercise any warrants, and also admits that the higher the value of 

Symbria’s stock at the time the warrants are exercised, the higher the amount that UHMS will 

realize from exercising the warrants. Answering further, UMHS denies that Symbria has 

fulfilled its obligations pursuant to the Stock Purchase Agreement. The Stock Purchase 

Agreement, is a written document and the document is the best evidence of its terms and 

contents. To the extent Plaintiffs’ allegations within Paragraph 31 are inconsistent with the 

Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 31. 

UMHS is without information or knowledge sufficient to form a belief as to the truth of the 

remaining allegations in Paragraph 31.

32. At the time of the closing of the SPA on October 31, 2015, Lowe was the ViceChairperson of Symbria’s Board of Directors. 

ANSWER: Defendant admits the allegations in Paragraph 32.

33. After the closing of the SPA, UMHS and the other former owners of Symbria who 

were parties to the SPA had a stake in Symbria’s success. Because UMHS’ note is subordinated

debt, UMHS’ note cannot be paid by Symbria until the principal debt of $26.4 million is repaid 

to Symbria’s senior lender. In addition, the warrants held by UMHS and the other owners selling stock under 

the SPA cannot be exercised before the senior debt is retired.

ANSWER: UMHS admits that it will benefit from Symbria’s success. UMHS admits that it 

has not been able to exercise any warrants and that Symbria has not paid UMHS monies owed 

under the note. Answering further, UMHS denies that Symbria has fulfilled its obligations 

pursuant to the Stock Purchase Agreement. The Stock Purchase Agreement, is a written 

document, and the document is the best evidence of its terms and contents. To the extent 

Plaintiffs’ allegations within Paragraph 33 are inconsistent with the Stock Purchase 

Agreement, Defendant denies the allegations contained in Paragraph 33. UMHS is without 

information or knowledge sufficient to form a belief as to the truth of the remaining allegations 

in Paragraph 33.

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34. Because UMHS and the other former owners of Symbria who were parties to the SPA 

have an ongoing stake in Symbria’s success, UMHS and the other former owners of Symbria that

sold their stock under the SPA covenanted: (1) to not compete, directly or indirectly in any capacity, 

or have any direct or indirect ownership in any business in the state of Illinois that competes with 

Symbria and its subsidiaries; (2) to not solicit Symbria’s and its subsidiaries’ clients and prospective 

clients; and (3) to not solicit the employees of Symbria and its subsidiaries. Each of these covenants 

lasts until the later of the fifth anniversary of the closing date under the SPA or until the selling 

owners’ subordinated notes are paid in full.

ANSWER: UMHS admits that it is a party to the Stock Purchase Agreement. Further, UMHS 

admits that Exhibit 1, identified by Plaintiffs as the Stock Purchase Agreement (“SPA”), is a 

written document, and the document is the best evidence of its terms and contents. UMHS 

denies that the document identified as Exhibit 1 includes the entirety of the Stock Purchase 

Agreement. To the extent Plaintiffs’ allegations within Paragraph 34 are inconsistent with the 

Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 34. 

Additionally, UMHS denies that it has breached the terms of the Stock Purchase Agreement. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the remaining allegations in Paragraph 34.

35. In Section 5.3 of the SPA, all of the owners who were sellers, including UMHS, 

undertook to protect Symbria’s confidential information. Section 5.3 provides in pertinent part as 

follows:

Non-Disclosure of Confidential Information. From and after the Closing, Sellers 

agree not to divulge, communicate, use to the detriment of the Company Group or the 

ESOP Trust, for the benefit of any other Person, or misuse in any way, any confidential 

information or trade secrets owned by or relating to the Company Group, including, 

without limitation, personnel information, secret processes, know-how, customer lists 

or other technical data; provided, however that the confidentiality obligations 

hereunder do not apply to information which has become publicly known through no 

wrongful act of Sellers....

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 35 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 35. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.3 of the SPA, but UMHS denies that it has breached the terms of the Stock Purchase 

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Agreement. 

36. In section 5.4(a) of the SPA, all of the owners who were sellers, including UMHS, 

agreed as follows:

Each of Sellers severally covenants that, commencing on the Closing Date and 

ending on the later of (i) the fifth anniversary of the Closing Date or (ii) the date on 

which such Seller’s Subordinated Note has been paid in full (the “Noncompetition 

Period”) he, she or it shall not engage in, directly or indirectly, in any capacity, or 

have any direct or indirect ownership interest in, or any business anywhere in the 

state of Illinois which is engaged, either directly or indirectly, in the business or

developing, marketing, providing, representing, or selling any products or services 

which are competitive with products or services developed, marketed, provided, 

sold or under development by, any member of [Symbria] or its Affiliates as of the 

Closing Date (the “Restricted Business”). It is recognized that the Restricted 

Business is expected to be conducted throughout the state of Illinois and that more 

narrow geographical limitations of any nature on this non-competition covenant 

(and the non-solicitation covenants set forth in Sections 5.4(b) and 5.4(c)) are 

therefore not appropriate....

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 36 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 36. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4 (a) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

37. Section 5.4(b) of the SPA provides as follows:

(b) Each of Sellers severally covenants that, during the Noncompetition Period, he, 

she or it shall not solicit or entice, or attempt to solicit or entice, any clients or 

customers of any member of [Symbria and subsidiaries] or potential clients or 

customers of [Symbria and subsidiaries] for purposes of diverting business or 

services from [Symbria and subsidiaries].

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 37 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 37. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(b) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

38. Section 5.4(c) of the SPA provides as follows:

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Each of Sellers severally covenants that, during the Noncompetition Period, he, she 

or it shall not solicit the employment or engagement of services of any person who 

is or was employed as an employee, contractor or consultant by [Symbria] during 

such period on a full- or part-time basis.

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 38 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 38. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(c) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

39. Section 5.4(e) of the SPA provides as follows:

(e) Sellers acknowledge that the restrictions contained in this Section 5.4 are 

reasonable and necessary to protect the legitimate interests of the ESOP Trustee 

and the ESOP Trust and constitute a material inducement to the ESOP Trustee to 

enter into this Agreement and consummate the Transaction. Sellers acknowledge 

that any violation of this Section 5.4 will result in irreparable injury to the ESOP 

Trustee and agrees that ESOP Trustee shall be entitled to preliminary and 

permanent injunctive relief, without the necessity of proving actual damages, as 

well as an equitable accounting of all earnings, profits and other benefits arising 

from any violation of this Section 5.4, which rights shall be cumulative and in 

addition to any other rights or remedies to which the ESOP Trustee may be entitled. 

Without limiting the generality of the foregoing, with respect to each Seller, the

Noncompetition Period shall be extended for an additional period equal to any 

period during which such Seller is in breach of its obligations under this Section 

5.4.

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 39 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 39. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(e) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

40. Section 5.4(f) of the SPA provides as follows:

In the event that any covenant contained in this Section 5.4 should ever be 

adjudicated to exceed the time, geographic, product or service, or other limitations 

permitted by applicable Laws in any jurisdiction, then any court is expressly 

empowered to reform such covenant, and such covenant shall be deemed reformed,

in such jurisdiction to the maximum time, geographic, product or

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service, or other limitations permitted by applicable Laws. The covenants contained 

in this Section 5.4 and each provision thereof are severable and distinct covenants 

and provisions. The invalidity or unenforceability of any such covenant or provision 

as written shall not invalidate or render unenforceable the remaining covenants or 

provisions hereof, and any such invalidity or unenforceability in any jurisdiction 

shall not invalidate or render unenforceable such covenant or provision in any other 

jurisdiction.

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 40 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 40. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(f) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

41 . UMHS desires to undermine Symbria by seeking legal recognition of what it 

alleges to be its right to solicit Symbria’s and its subsidiaries’ clients, prospective clients, and 

employees. On December 31, 2019, UMHS filed a Complaint for Declaratory Judgment against 

Symbria in the Circuit Court of Cook County, Illinois. In that action, UMHS sought and obtained

in the trial court a declaratory judgment declaring that both of the non-solicitation covenants in the 

SPA be limited to the state of Illinois. The Illinois Appellate Court later reversed that judgment.

ANSWER: Defendant admits that on December 31, 2019, it filed a Complaint for 

Declaratory Judgment against Symbria in the Circuit Court of Cook County, Illinois. 

Answering further The Complaint for Declaratory Judgment is a written document and the 

document provides the best evidence of its contents. Defendant admits that the Circuit Court 

of Cook County determined and issued ruling that both of the non-solicitation covenants in the 

SPA be limited to the state of Illinois. UMHS further admits that Plaintiffs filed an appeal of 

the Circuit Court decision to the Illinois Appellate Court and that the Appellate Court issued 

an Order reversing and remanding the matter. The written Order issued by the Illinois 

Appellate Court (2022 IL App (1st) 201181-U) is the best evidence of its contents. Answering 

further, UMHS denies the remaining allegations in Paragraph 41.

42. In early 2020, Symbria endeavored to refinance its debt with its senior lender.

Symbria was unable to repay its senior debt by the scheduled April 2020 pay-off date, in significant 

part because of the competition and solicitations by UMHS and the MedRehab Entities. Symbria’s 

senior lender requested Symbria obtain the consents to and acknowledgements of the refinancing 

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from all of the former owners who sold their interests under the SPA and who now hold subordinated 

notes. All of those former owners who are now subordinated debt holders consented except for 

UMHS. As a result, Symbria’s senior lender declined to refinance the senior debt as tentatively 

agreed between it and Symbria.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to 

the truth of the allegations in Paragraph 42.

28. On October 31, 2015, UMHS and the other twelve owners of Symbria sold their 

stock in Symbria. While one of the owners sold its interest only for cash, UMHS and eleven of the 

other owners entered into a Stock Purchase Agreement (“SPA”), pursuant to which UMHS and the 

other eleven owners entering into the agreement sold their stock in Symbria to an ESOP trust in

exchange for cash, subordinated notes given by Symbria, and warrants to purchase shares of stock in

Symbria in the future. For its interest in Symbria, UMHS received

Each of the other owners entering into the SPA received the same

consideration, except for one, which owned a greater number of shares in Symbria and therefore 

received proportionately greater amounts of each form of consideration. The cash and debt 

components received for the purchase of the owners’ shares, totaling approximately $60 million,

were financed by a senior lender to Symbria. A true and correct copy of the Stock Purchase 

Agreement is attached hereto as Exhibit 1.

ANSWER: UMHS admits that it entered in the Stock Purchase Agreement on October 31, 

2015. Further, UMHS admits only that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 28 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 28. UMHS denies that Plaintiffs have fulfilled its obligations in the Stock Purchase 

Agreement. Answering further, UMHS is without information or knowledge sufficient to form 

a belief as to the truth of the remaining allegations in Paragraph 28.

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29. Argent Trust Company, in its capacity as Trustee of the Symbria, Inc. Employee 

Stock Ownership Program, was a party to the SPA. Argent Trust Company was identified in the SPA 

as the “ESOP Trustee.” GreatBanc is now the present Trustee of the Symbria, Inc. Employee Stock 

Ownership Trust and in that capacity is the successor to Argent Trust Company and its rights and 

obligations under the SPA.

ANSWER: UMHS admits that Argent Trust Company, was identified in the Stock Purchase 

Agreement as the ESOP Trustee, not in its individual or corporate capacity, but solely in its 

capacity as Trustee of the Symbria, Inc. Employee Stock Ownership Trust. Further, UMHS 

admits only that Exhibit 1, identified by Plaintiffs as the Stock Purchase Agreement (“SPA”), 

is a written document and the document is the best evidence of its terms and contents. UMHS 

denies that the document identified as Exhibit 1 includes the entirety of the Stock Purchase 

Agreement. To the extent Plaintiffs’ allegations within Paragraph 29 are inconsistent with the 

Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 29. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the remaining allegations in Paragraph 29.

30. UMHS and the other entities selling their stock under the SPA each received a note 

from Symbria, subordinated to Symbria’s debt to its senior lender. Principal and interest under the 

subordinated notes is due over a ten-year period.

ANSWER: UMHS admits that it received a note from Symbria, subordinated to Symbria’s 

debt to its senior lender, with principal and interest under the note due to UMHS pursuant to 

the terms of the executed Stock Purchase Agreement. Answering further, UMHS denies that 

Symbria has fulfilled its obligations pursuant to the Stock Purchase Agreement. The Stock 

Purchase Agreement, is a written document and the document is the best evidence of its terms 

and contents. To the extent Plaintiffs’ allegations within Paragraph 30 are inconsistent with 

the Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 30. 

UMHS is without information or knowledge sufficient to form a belief as to the truth of the 

remaining allegations in Paragraph 30.

31. UMHS and the other entities selling their stock under the SPA also received warrants 

that may not be exercised until the senior debt holder and subordinated debt holders are paid in full.

The higher the value of Symbria’s stock at the time the warrants are exercised, the higher the amount 

that UHMS and the other former owners will realize from exercising the warrants.

ANSWER: UMHS admits that it is promised to receive warrants from Symbria due to 

UMHS pursuant to the terms of the executed Stock Purchase Agreement. UMHS admits that 

it has not been able to exercise any warrants, and also admits that the higher the value of 

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Symbria’s stock at the time the warrants are exercised, the higher the amount that UHMS will 

realize from exercising the warrants. Answering further, UMHS denies that Symbria has 

fulfilled its obligations pursuant to the Stock Purchase Agreement. The Stock Purchase 

Agreement, is a written document and the document is the best evidence of its terms and 

contents. To the extent Plaintiffs’ allegations within Paragraph 31 are inconsistent with the 

Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 31. 

UMHS is without information or knowledge sufficient to form a belief as to the truth of the 

remaining allegations in Paragraph 31.

32. At the time of the closing of the SPA on October 31, 2015, Lowe was the ViceChairperson of Symbria’s Board of Directors.

ANSWER: Defendant admits the allegations in Paragraph 32.

33. After the closing of the SPA, UMHS and the other former owners of Symbria who 

were parties to the SPA had a stake in Symbria’s success. Because UMHS’ note is subordinated debt,

UMHS’ note cannot be paid by Symbria until the principal debt of $26.4 million is repaid to 

Symbria’s senior lender. In addition, the warrants held by UMHS and the other owners selling stock 

under the SPA cannot be exercised before the senior debt is retired.

ANSWER: UMHS admits that it will benefit from Symbria’s success. UMHS admits that it 

has not been able to exercise any warrants and that Symbria has not paid UMHS monies owed 

under the note. Answering further, UMHS denies that Symbria has fulfilled its obligations 

pursuant to the Stock Purchase Agreement. The Stock Purchase Agreement, is a written 

document, and the document is the best evidence of its terms and contents. To the extent 

Plaintiffs’ allegations within Paragraph 33 are inconsistent with the Stock Purchase 

Agreement, Defendant denies the allegations contained in Paragraph 33. UMHS is without 

information or knowledge sufficient to form a belief as to the truth of the remaining allegations 

in Paragraph 33.

34. Because UMHS and the other former owners of Symbria who were parties to the 

SPA have an ongoing stake in Symbria’s success, UMHS and the other former owners of Symbria

that sold their stock under the SPA covenanted: (1) to not compete, directly or indirectly in any 

capacity, or have any direct or indirect ownership in any business in the state of Illinois that competes 

with Symbria and its subsidiaries; (2) to not solicit Symbria’s and its subsidiaries’ clients and 

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prospective clients; and (3) to not solicit the employees of Symbria and its subsidiaries. Each of these 

covenants lasts until the later of the fifth anniversary of the closing date under the SPA or until the 

selling owners’ subordinated notes are paid in full.

ANSWER: UMHS admits that it is a party to the Stock Purchase Agreement. Further, UMHS 

admits that Exhibit 1, identified by Plaintiffs as the Stock Purchase Agreement (“SPA”), is a 

written document, and the document is the best evidence of its terms and contents. UMHS 

denies that the document identified as Exhibit 1 includes the entirety of the Stock Purchase 

Agreement. To the extent Plaintiffs’ allegations within Paragraph 34 are inconsistent with the 

Stock Purchase Agreement, Defendant denies the allegations contained in Paragraph 34. 

Additionally, UMHS denies that it has breached the terms of the Stock Purchase Agreement. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the remaining allegations in Paragraph 34.

35. In Section 5.3 of the SPA, all of the owners who were sellers, including UMHS, 

undertook to protect Symbria’s confidential information. Section 5.3 provides in pertinent part as 

follows:

Non-Disclosure of Confidential Information. From and after the Closing, Sellers agree not 

to divulge, communicate, use to the detriment of the Company Group or the ESOP Trust, for 

the benefit of any other Person, or misuse in any way, any confidential information or trade 

secrets owned by or relating to the Company Group, including, without limitation, personnel 

information, secret processes, know-how, customer lists or other technical data; provided, 

however that the confidentiality obligations hereunder do not apply to information which has 

become publicly known through no wrongful act of Sellers....

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 35 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 35. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.3 of the SPA, but UMHS denies that it has breached the terms of the Stock Purchase 

Agreement. 

36. In section 5.4(a) of the SPA, all of the owners who were sellers, including UMHS, 

agreed as follows:

Each of Sellers severally covenants that, commencing on the Closing Date and ending on the 

later of (i) the fifth anniversary of the Closing Date or (ii) the date on which such Seller’s 

Subordinated Note has been paid in full (the “Noncompetition Period”) he, she or it shall not 

engage in, directly or indirectly, in any capacity, or have any direct or indirect ownership 

interest in, or any business anywhere in the state of Illinois which is engaged, either directly 

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or indirectly, in the business or developing, marketing, providing, representing, or selling 

any products or services which are competitive with products or services developed, 

marketed, provided, sold or under development by, any member of [Symbria] or its Affiliates 

as of the Closing Date (the “Restricted Business”). It is recognized that the Restricted 

Business is expected to be conducted throughout the state of Illinois and that more narrow 

geographical limitations of any nature on this non-competition covenant (and the nonsolicitation covenants set forth in Sections 5.4(b) and 5.4(c)) are therefore not appropriate....

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 36 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 36. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4 (a) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

37. Section 5.4(b) of the SPA provides as follows:

(b) Each of Sellers severally covenants that, during the Noncompetition Period, he, she or it 

shall not solicit or entice, or attempt to solicit or entice, any clients or customers of any 

member of [Symbria and subsidiaries] or potential clients or customers of [Symbria and 

subsidiaries] for purposes of diverting business or services from [Symbria and subsidiaries].

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 37 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 37. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(b) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

38. Section 5.4(c) of the SPA provides as follows:

Each of Sellers severally covenants that, during the Noncompetition Period, he, she or it shall 

not solicit the employment or engagement of services of any person who is or was employed 

as an employee, contractor or consultant by [Symbria] during such period on a full- or parttime basis.

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 38 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 38. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(c) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

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39. Section 5.4(e) of the SPA provides as follows:

(e) Sellers acknowledge that the restrictions contained in this Section 5.4 are reasonable and 

necessary to protect the legitimate interests of the ESOP Trustee and the ESOP Trust and 

constitute a material inducement to the ESOP Trustee to enter into this Agreement and 

consummate the Transaction. Sellers acknowledge that any violation of this Section 5.4 will 

result in irreparable injury to the ESOP Trustee and agrees that ESOP Trustee shall be entitled 

to preliminary and permanent injunctive relief, without the necessity of proving actual 

damages, as well as an equitable accounting of all earnings, profits and other benefits

arising from any violation of this Section 5.4, which rights shall be cumulative and in addition 

to any other rights or remedies to which the ESOP Trustee may be entitled. Without limiting 

the generality of the foregoing, with respect to each Seller, the Noncompetition Period shall

be extended for an additional period equal to any period during which such Seller is in breach 

of its obligations under this Section 5.4.

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 39 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 39. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(e) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

40. Section 5.4(f) of the SPA provides as follows:

In the event that any covenant contained in this Section 5.4 should ever be adjudicated to

exceed the time, geographic, product or service, or other limitations permitted by applicable 

Laws in any jurisdiction, then any court is expressly empowered to reform such covenant, 

and such covenant shall be deemed reformed, in such jurisdiction to the maximum time,

geographic, product or service, or other limitations permitted by applicable Laws. The 

covenants contained in this Section 5.4 and each provision thereof are severable and distinct 

covenants and provisions. The invalidity or unenforceability of any such covenant or 

provision as written shall not invalidate or render unenforceable the remaining covenants or 

provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not 

invalidate or render unenforceable such covenant or provision in any other jurisdiction.

ANSWER: UMHS admits that that Exhibit 1, identified by Plaintiffs as the Stock Purchase 

Agreement (“SPA”), is a written document and the document is the best evidence of its terms 

and contents. UMHS denies that the document identified as Exhibit 1 includes the entirety of 

the Stock Purchase Agreement. To the extent Plaintiffs’ allegations within Paragraph 40 are 

inconsistent with the Stock Purchase Agreement, Defendant denies the allegations contained in 

Paragraph 40. Additionally, Defendant admits that Plaintiffs have properly quoted a portion 

of Section 5.4(f) of the SPA, but UMHS denies that it has breached the terms of the Stock 

Purchase Agreement. 

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41. UMHS desires to undermine Symbria by seeking legal recognition of what it alleges 

to be its right to solicit Symbria’s and its subsidiaries’ clients, prospective clients, and employees. 

On December 31, 2019, UMHS filed a Complaint for Declaratory Judgment against Symbria in the

Circuit Court of Cook County, Illinois. In that action, UMHS sought and obtained in the trial court a 

declaratory judgment declaring that both of the non-solicitation covenants in the SPA be limited to 

the state of Illinois. The Illinois Appellate Court later reversed that judgment.

ANSWER: Defendant admits that on December 31, 2019, it filed a Complaint for 

Declaratory Judgment against Symbria in the Circuit Court of Cook County, Illinois. 

Answering further The Complaint for Declaratory Judgment is a written document and the 

document provides the best evidence of its contents. Defendant admits that the Circuit Court 

of Cook County determined and issued ruling that both of the non-solicitation covenants in the 

SPA be limited to the state of Illinois. UMHS further admits that Plaintiffs filed an appeal of 

the Circuit Court decision to the Illinois Appellate Court and that the Appellate Court issued 

an Order reversing and remanding the matter. The written Order issued by the Illinois 

Appellate Court (2022 IL App (1st) 201181-U) is the best evidence of its contents. Answering 

further, UMHS denies the remaining allegations in Paragraph 41.

42. In early 2020, Symbria endeavored to refinance its debt with its senior lender. 

Symbria was unable to repay its senior debt by the scheduled April 2020 pay-off date, in significant 

part because of the competition and solicitations by UMHS and the MedRehab Entities. Symbria’s 

senior lender requested Symbria obtain the consents to and acknowledgements of the refinancing 

from all of the former owners who sold their interests under the SPA and who now hold subordinated 

notes. All of those former owners who are now subordinated debt holders consented except for 

UMHS. As a result, Symbria’s senior lender declined to refinance the senior debt as tentatively 

agreed between it and Symbria.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to 

the truth of the allegations in Paragraph 42.

Callen’s Employment by Symbria Rehab and

His Agreements with Symbria Concerning Confidential Information

43. Callen became employed by Symbria Rehab in 1999 as its President. 

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ANSWER: UMHS admits only that Callen previously became employed by Symbria Rehab 

as President. Answering further, Defendant is without information or knowledge sufficient to 

form a belief as to the truth of the allegations in Paragraph 43.

44. On October 31, 2015, the same date as the closing of the SPA, Symbria and Callen

entered into an Employment Agreement pursuant to which Callen was employed as President of 

Symbria Rehab. Callen’s initial base salary at that time was $300,000 per year. He was also eligible 

to receive significant bonus compensation. A true and correct copy of Callen’s Employment 

Agreement is attached hereto as Exhibit 2.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 44.

45. In his Employment Agreement, Callen covenanted to safeguard Symbria Rehab’s 

confidential information and trade secrets. Under the Employment Agreement, Callen (referred to 

therein as the “Executive”) acknowledged the following obligations with respect to Symbria Rehab 

and its subsidiaries (referred to as “the Company”), including Alliance Connecticut and Alliance 

HVA:

4.1 Confidentiality and Nondisclosure. Executive recognizes that by virtue of his 

employment with the Company, he will be granted otherwise prohibited access to and 

exposed to trade secrets and other confidential and proprietary information which is not 

known to the Company’s competitors or within the Company’s industry generally, which

was developed by the Company over a long period of time and/or at substantial expense, and 

which is confidential in nature or otherwise of great competitive value to the Company.

This information (“Confidential Information”) includes, but is not limited to, trade secrets,

information relating to the Company’s production practices and methods of doing business; 

sales, marketing, and service strategies, programs, and procedures; Business Partners, 

Prospective Business Partners, Confidential Customers and Prospective Customers, 

including, but not limited to, their particularized requirements and preferences, their product 

or service specifications, the identity and authority of their key contact persons, payment 

methods, and prior project or service histories and patterns; service, product and material 

costs; pricing structures; bids; responses to requests for proposals; bonus and incentive plans;

vendors and sources of supply; financial position and business plans; computer programs 

(or portions thereof) and databases; research projects; new product and service developments; 

compositions, formulas, patterns, compilations, programs, techniques, devices, processes, 

plans, designs, and drawings; and any other information of the Company, its affiliates, or any 

of its vendors, Business Partners or Confidential Customers, which the Company informs 

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Executive, or which Executive should know by virtue of his position or the circumstances in 

which [he] learned it, is to be kept confidential. Confidential Information does not include 

information that is publicly available or otherwise known in the industry but not as a result 

of Executive’s violation of his obligations under this Agreement.

(Employment Agreement § 4.1) (emphasis in original).

ANSWER: UMHS admits only that Exhibit 2, identified by Plaintiffs as Callen’s 

Employment Agreement, is a written document and the document is the best evidence of its 

terms and contents. To the extent Plaintiffs’ allegations within Paragraph 45 are inconsistent 

with the Employment Agreement, Defendant denies the allegations contained in Paragraph 45. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 45.

46. In his Employment Agreement, Callen also undertook not to use, disclose, or permit 

others to use Symbria Rehab’s and its subsidiaries’ trade secrets and confidential information:

(a) Executive will not, at any time during or after his employment with the Company, 

disclose, use or permit others to use any Confidential Information, except as required in the 

course of his employment for the benefit of the Company.

(b) Executive will take all reasonable measures during and after his employment with 

the Company to (i) protect the Confidential Information from any accidental or unauthorized

disclosure, use, copying or transfer; and (ii) ensure that any person or entity working in any 

capacity for the Company is permitted access to Confidential Information on a strictly “need

to know” basis.

(c) For purposes of section 4.1 of this Agreement, “Business Partners” are any person 

or entity who at any time during the two (2) years prior to termination of Executive’s 

employment contracted with the Company for the Company to provide any product or 

service on that person or entity’s behalf. “Prospective Business Partners” are any person

or entity who at any time during the two

(2) years prior to termination of Executive’s employment were solicited by the Company 

in an effort of which Executive had knowledge not known to the Company’s competitors

forthe purpose oftheCompany providing any product or service on that person or entity’s 

behalf. “Confidential Customers” are any person or entity who at any time during the 

two (2) years prior to termination of Executive’s employment contracted for, was billed 

for, or received any product or service from the Company. “Prospective Customers” are 

any person or entity who at any time during the two (2) years prior to termination of 

Executive’s employment were solicited by the Company for purposes of rendering

services or providing products to that person or entity in an effort of which Executive had 

knowledge not known to the Company’s competitors.

(Employment Agreement § 4.1(a)-(c)) (emphases in original).

ANSWER: UMHS admits only that Exhibit 2, identified by Plaintiffs as Callen’s 

Employment Agreement, is a written document and the document is the best evidence of its 

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terms and contents. To the extent Plaintiffs’ allegations within Paragraph 46 are inconsistent 

with the Employment Agreement, Defendant denies the allegations contained in Paragraph 46. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 46.

47. In his Employment Agreement, Callen also undertook not to solicit Symbria and 

Affiliates’ employees after a termination of his employment by Symbria Rehab:

Nonsolicitation of Employees. Executive agrees that, during his employment with the 

Company and for a period of twenty-four (24) months following the voluntary or involuntary 

termination of his employment with the Company for any reason (the “Restricted Period”), 

[He] will not, directly or indirectly, hire, employ, engage, or attempt to hire, employ or engage 

any Company Employee, or otherwise solicit, request, entice, or induce any Company

Employee to terminate his employment or engagement with the Company, for the purpose of

(i) engaging in business activities that are competitive with the Company's business activities 

or (ii) rendering services for any Company Customer similar to the services the Company 

Employee has provide to the Company at any time during the prior twelve (12) months of the 

Company Employee's employment with the Company. The term “Company Employee” 

means an employee of, or independent contractor engage by, the Company with whom 

Executive interacted for business purposes at any time during the six (6) month period 

immediately preceding the termination of Executive’s employment with the Company and 

who was employed or engaged by the Company at any time within the last sixty (60) days of 

Executive’s employment with the Company.

(Employment Agreement § 4.6) (emphases in original).

ANSWER: UMHS admits only that Exhibit 2, identified by Plaintiffs as Callen’s 

Employment Agreement, is a written document and the document is the best evidence of its 

terms and contents. To the extent Plaintiffs’ allegations within Paragraph 47 are inconsistent 

with the Employment Agreement, Defendant denies the allegations contained in Paragraph 47. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 47.

48. In the Employment Agreement, Callen also agreed not to solicit Symbria and 

Affiliates’ customers during the same two-year Restricted Period after leaving employment with 

Symbria Rehab:

Nonsolicitation of Customers. Executive acknowledges the Company’s legitimate interest in 

protecting its customers for a reasonable period of time following the termination of his 

employment. Accordingly, Executive agrees that during the Restricted Period, []he will not, 

directly or indirectly, solicit or accept business from, or provide products or services to, any 

Restricted Customer, where such business, products or services would be competitive with

the Company's business, products or services. The term “Restricted Customer” means (i) a 

customer of the Company to whom Executive sold, rendered, or provided the Company's 

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products or services at any time during the one (1) year period immediately preceding the 

termination of his employment; (ii) any entity for which Executive orchestrated, developed, 

supervised, coordinated or participated in marketing strategy, marketing plans and marketing 

campaigns; bid submissions; or responses to requests for proposals on behalf of the Company 

at any time during the one (I) year period immediately preceding the termination of his 

employment; or (iii) any entity as to which Executive acquired Confidential Information at 

any time during his employment with the Company.

(Employment Agreement § 4.6) (emphasis in original).

ANSWER: UMHS admits only that Exhibit 2, identified by Plaintiffs as Callen’s 

Employment Agreement, is a written document and the document is the best evidence of its 

terms and contents. To the extent Plaintiffs’ allegations within Paragraph 48 are inconsistent 

with the Employment Agreement, Defendant denies the allegations contained in Paragraph 48. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 48.

49. Callen also agreed in his Employment Agreement that a breach of certain of his 

restrictive covenants would extend the period of time during which those restrictions would continue 

in force:

Extension for Breach. The Restricted Period for any restriction set forth in sections 4.6, 4.7, 

4.8, 4.9 and 4.10 of this Agreement shall be extended by the period of Executive's breach of 

his obligations under those sections.

(Employment Agreement § 4.11.)

ANSWER: UMHS admits only that Exhibit 2, identified by Plaintiffs as Callen’s 

Employment Agreement, is a written document and the document is the best evidence of its 

terms and contents. To the extent Plaintiffs’ allegations within Paragraph 49 are inconsistent 

with the Employment Agreement, Defendant denies the allegations contained in Paragraph 49. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 49.

50. After Callen’s employment by Symbria Rehab administratively terminated on 

January 12, 2017, 

is attached hereto as Exhibit 

3.

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ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 50.

ANSWER: UMHS admits only that Exhibit 3, identified by Plaintiffs as Callen’s 

 is a written document and the document is the best evidence 

of its terms and contents. To the extent Plaintiffs’ allegations within Paragraph 51 are 

inconsistent with the , Defendant denies the 

allegations contained in Paragraph 51. Answering further, UMHS is without information or 

knowledge sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 

51.

ANSWER: UMHS admits only that Exhibit 3, identified by Plaintiffs as Callen’s 

, is a written document and the document is the best evidence 

of its terms and contents. To the extent Plaintiffs’ allegations within Paragraph 52 are 

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inconsistent with t, Defendant denies the 

allegations contained in Paragraph 52. Answering further, UMHS is without information or 

knowledge sufficient to form a belief as to the truth of the allegations in Paragraph 52.

ANSWER: UMHS admits only that Exhibit 3, identified by Plaintiffs as Callen’s 

, is a written document and the document is the best evidence 

of its terms and contents. To the extent Plaintiffs’ allegations within Paragraph 53 are 

inconsistent with Defendant denies the 

allegations contained in Paragraph 53. Answering further, UMHS is without information or 

knowledge sufficient to form a belief as to the truth of the allegations in Paragraph 53.

The MedRehab Entities

54. National Provider Identifier (NPI) numbers from the Center for Medicare and 

Medicaid Services (“CMS”) of the United States Department of Health and Human Services are 

required for healthcare providers to electronically transmit information related to patient healthcare 

pursuant to the provisions of the Health Insurance Portability and Accountability Act (HIPAA). 

Without an NPI number, a healthcare provider cannot be reimbursed for healthcare services provided 

to beneficiaries of Medicare or Medicaid.

ANSWER: Defendant admits the allegations in Paragraph 54.

55. On July 13, 2018, MedRehab Alliance registered with the Illinois Secretary of State to do 

business in Illinois. MedRehab Alliance does not have an NPI number.

ANSWER: Defendant admits the allegations in Paragraph 55.

56. On July 13, 2018, IASN was registered with the Illinois Secretary of State to do 

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business in Illinois. IASN does not have an NPI number.

ANSWER: Defendant admits the allegations in Paragraph 56.

57. On August 2, 2018, MedRehab Holdings was registered with the Illinois Secretary 

of State to do business in Illinois. MedRehab Alliance Holdings does not have an NPI number.

ANSWER: Defendant admits the allegations in Paragraph 57.

58. On October 26, 2018, MedRehab Wisconsin was registered with the Wisconsin 

Department of Financial Institutions to do business in Wisconsin. MedRehab Wisconsin does not 

have an NPI number.

ANSWER: Defendant admits the allegations in Paragraph 58.

59. On November 27, 2018, Pearl filed updated information with the Illinois Secretary 

of State. Callen was reported to be its President and Lowe was reported to be its Secretary. Pearl 

further reported that it now had assumed names of MedRehab at Home and ChicagoMed Home 

Health. Pearl has its own NPI number, and the authorized official listed with CMS’ National Plan & 

Provider Enumeration System (NPPES) is Lowe, its Vice President.

ANSWER: UMHS denies that Pearl has an active assumed name of MedRehab at Home. 

Defendant admits the remaining allegations in Paragraph 59.

60. On April 29, 2019, Joint & Neuro was formed in the state of Delaware. On May 13, 

2019, Joint & Neuro was registered with the Illinois Secretary of State to do business in Illinois. Joint 

& Neuro does not have an NPI number.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 60.

61. On June 20, 2019, Chicago Rehabilitation Collective LLC, a Delaware limited 

liability company, was domesticated into Chicago Rehabilitation Collective LLC, an Illinois limited 

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liability company. Chicago Rehabilitation Collective LLC, an Illinois limited liability company, was 

then renamed Chicago Rehabilitation Collection PLLC on the same day. Chicago Rehab has an NPI 

number. The addresses associated with that NPI number are 10400 Higgins Road in Rosemont, 

Illinois and 315 North LaGrange Road in LaGrange Park, Illinois.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 61.

62. On August 1, 2019, 

Chicago Rehab employees contracted to Joint & Neuro include 

Brad Miller, Tammy Buckley, Amanda Ambrose, Vic Arellano, and Dilmas, all of whom are former 

employees of Symbria and Affiliates. Chicago Rehab acts as an agent for Joint & Neuro through 

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 62.

63. On August 1, 2019, 

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 63.

64. On August 5, 2019, Joint & Neuro Chicago was formed in the state of Delaware.

On October 18, 2019, Joint & Neuro Chicago was registered with the Illinois Secretary of State to 

do business in Illinois.

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ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 64.

65. On August 19, 2019, MedRehab Interstate was registered with the Illinois Secretary 

of State to do business in Illinois. MedRehab Interstate does not have an NPI number.

ANSWER: UMHS admits the allegations in Paragraph 65.

66. On October 25, 2019, MedRehab Interstate filed a Form D Notice of Offering of 

Exempt Securities with the United States Securities and Exchange Commission. MedRehab Interstate 

stated that Callen was its officer and director and that Lowe was one of its directors.

ANSWER: UMHS admits the allegations in Paragraph 66.

67. On October 29, 2019, MedRehab Therapy was formed as an Illinois limited liability 

company through the Illinois Secretary of State. MedRehab Therapy does not have an NPI number.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 67.

68. The following diagram depicts the relationships between and among Callen, UMHS, 

and the MedRehab Entities:

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ANSWER: Defendant denies that the allegations in Paragraph 68, and denies that the diagram 

accurately depicts the relationships between and among Callen, UMHS, and the MedRehab 

Entities.

69. The MedRehab Entities compete with Symbria and Affiliates in the business of 

providing clinical health services for senior living and post-acute care providers and home health 

services, including physical therapy, occupational therapy, speech and language pathology, 

respiratory therapy, and wellness programs. The MedRehab Entities are operating and competing 

with Symbria in multiple states, including Illinois, Pennsylvania, New Jersey, Connecticut, 

Wisconsin, and 

ANSWER: Defendant denies that MedRehab Alliance competes in Illinois. UMHS is without 

information or knowledge sufficient to form a belief as to the truth of the remaining allegations 

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in Paragraph 69.

Symbria and Affiliates’ Ongoing Development of Valuable 

Confidential and Copyright-Protected Information Relating to Clinical 

Best Practices, Clients, and Billing and Reimbursements

70. Symbria and Affiliates have generated a large library of documents to use in their 

business as providers of therapy services and related training to their clients who manage post- acute

care facilities and home health and wellness services. These documents include: (1) clinical best 

practices, known as clinical pathways, and disease management models, in text form and in slide 

presentations; (2) client-specific information, including client contact and resource information and 

financial metrics relating to therapy services provided to residents and patients of Symbria and 

Affiliates’ clients; (3) patient care checklists and related forms; (4) materials relating to strategies for 

seeking reimbursement from Medicare and private insurers and for negotiating disputes with 

Medicare and private insurers; (5) forms used by clients’ nursing staff to clinically evaluate patients 

for therapy services and to generate referrals for therapy; (6) documentation used for accreditation 

and licensing purposes; (7) documentation used for purposes of compliance with government, 

accreditation body, and other regulations and requirements; (8) company policies and procedures; 

and (9) formulas for measuring and evaluating financial performance of Symbria and Affiliates and 

their clients with respect to therapy services.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 70. To the extent an answer is required, UMHS denies the 

allegations in Paragraph 70 or that any claims have been alleged or exist against Defendant.

71. Symbria and Affiliates have developed their document library over many years and 

at great expense. It would take a new competitor in the same industry beginning as a start-up 

considerable time and expense to even begin to build a document library equivalent to Symbria’s 

document library.

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ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 71. To the extent an answer is required, UMHS denies 

the allegations in Paragraph 71 or that any claims have been alleged or exist against Defendant.

The New “Patient-Driven Payment Model” of

Reimbursing Healthcare Providers for Care Provided Under Medicare and Medicaid

72. Medicare reimbursement, among other programs, includes Part A, which applies to 

provider reimbursements for hospital stays, hospice, and home health care, and Part B, which applies 

to provider reimbursements for outpatient care. In May 2017, CMS announced a new reimbursement 

model initially called the Resident Classification System I (RCS-I). In July 2018, after some 

modifications to RCS-I, CMS finalized a new case-mix classification model, renamed the PatientDriven Payment Model (“PDPM”), that, effective beginning October 1, 2019, would be used under 

its Skilled Nursing Facility (SNF) Prospective Payment System (PPS) for classifying SNF patients 

in a covered Medicare Part A hospital stay. PDPM was a major change in how CMS would approve 

reimbursements to Symbria Rehab’s clients for the patients treated by Symbria Rehab clinicians at 

client facilities, as well as other such facilities and Symbria Rehab’s competitors. Before CMS’ 

implementation of PDPM, Symbria and its competitors developed pricing by similar methods 

because reimbursements were primarily set by the amount of therapy a patient received. PDPM 

allows for a broader determination of reimbursement based on patients’ clinical characteristics rather 

than the amount of therapy provided. PDPM allows Symbria’s clients to receive higher 

reimbursements for more complex patients. Before October 1, 2019, when CMS implemented 

PDPM, there was only very limited marketplace data in Symbria and Affiliates’ industry concerning 

pricing that would be offered to senior living and post-acute care facilities for providing rehabilitation 

services to their residents.

ANSWER: UMHS admits that Medicare reimbursement, among other programs, includes 

Part A, which applies to provider reimbursements for hospital stays, hospice, and home health 

care, and Part B, which applies to provider reimbursements for outpatient care. Defendant 

further admits that CMS announced a new reimbursement model initially called the Resident 

Classification System I (RCS-I), and that CMS finalized a new case-mix classification model, 

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renamed the Patient-Driven Payment Model (“PDPM”), that, effective beginning October 1, 

2019, would be used under its Skilled Nursing Facility (SNF) Prospective Payment System 

(PPS) for classifying SNF patients in a covered Medicare Part A hospital stay. UMHS is 

without information or knowledge sufficient to form a belief as to the truth of the remaining 

allegations in Paragraph 72.

73. Symbria and Affiliates’ derive a competitive advantage from their data analytics and 

customized reporting to clients. In the fall of 2018, Symbria, Symbria Rehab, and Symbria Rehab’s 

subsidiaries began to undertake a major effort to analyze CMS’ PDPM guidance so that Symbria and

Affiliates could treat patients in a way that was consistent with patients’ total clinical needs and

most efficient and profitable under the PDPM regulations. Through analysis of aggregate patient data, 

Symbria and Affiliates are able to devise better care plans for its clients’ patients that are not focused 

on the amount of therapy provided. When Symbria’s and Affiliates’ clients obtain higher 

reimbursements from CMS or the various states for Medicare and Medicaid patients, Symbria and 

Affiliates do as well, aligning their economic incentives with those of their clients. Symbria and 

Affiliates’ analysis and the related body of work that memorializes it are confidential and proprietary 

and were derived from significant expenditures by Symbria and Affiliates of money and the efforts 

of their employees.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the truth 

of the allegations in Paragraph 73.

74. As part of its preparation for the implementation of PDPM, Symbria Rehab entered 

into agreements with Symbria Rehab’s clients called Patient Driven Payment Model Analytics 

Program Participant Enrollment and License Agreements (“PDPM Analytics License Agreements”). 

In Symbria’s PDPM Analytics Program, clients provide their patients’ healthcare data to Symbria, 

including case mix groups used by CMS to determine how much it pays facilities for days patients 

spend in skilled nursing facilities. Symbria’s analysis includes proprietary metrics that on information 

and belief are not used by competitors in its industry. Symbria collects and analyzes historical

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aggregated patient data to apply program-specific value- added processing, which includes 

comparisons of data under the PPS RUGs system and the PDPM system, and licenses the Symbriawide program data from all participating client facilities and derivative works to the clients for their 

use in their facilities. Symbria provides clients with blind benchmarking data to compare their 

performance against historical data acquired from all participating Symbria Rehab clients. Clients 

acknowledge in the PDPM Analytics License Agreements that the PDPM Analytics Program gives

them access to confidential trade secret

information that is for their use only, and clients undertake to protect that information from disclosure 

to others.

ANSWER: UMHS denies it entered into a Patient Driven Payment Model Analytics Program 

Participant Enrollment and License Agreements (“PDPM Analytics License Agreements”) 

with Plaintiff. Further, UMHS denies that it acknowledged that the PDPM Analytics Program 

gave them access to confidential trade secret information that was/is for their use only, or that 

Symbria ever identified its PDPM Analytics Program as confidential, proprietary, a trade 

secret and/or that Plaintiffs undertook to protect the information from disclosure to others. 

Answering further, UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 74.

75. Beginning in February 2018, Symbria’s Senior Director of Data Analytics built a 

software program to compare the reimbursement a Symbria client would receive under the old PPS 

system against reimbursement under the coming PDPM system. The PDPM Analysis Software is a 

custom-built, proprietary, and confidential software program. There is no program like it available 

on the open market.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 75.

76. CMS published the rules for PDPM in paragraph form. Symbria executives designed 

the PDPM Analysis Software to apply the PDPM rules to historical data from Symbria Rehab clients 

to help them understand how they would be reimbursed under the PDPM system for the same 

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patients. Symbria inputted historical patient data from the clients of Symbria Rehab and its 

subsidiaries into the PDPM Analysis Software program, which then applied the rules of PDPM and 

output the level of reimbursement for those same patients. Symbria Rehab and its subsidiaries 

collected historical data from clients, generally for a year or a year and a half, but in some cases up 

to ten years. The historical data collected was unique to Symbria Rehab clients and based on actual 

patient information. The data included demographics, length of stay, clinical categories, diagnoses, 

PPS billing details, and PDPM billing details. The data was transferred to Symbria through a secure 

file transfer protocol and Symbria anonymized the data to protect patient confidentiality.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 76.

77. Using the PDPM Analysis Software, Symbria produced reports that allowed clients 

to see estimates of reimbursements under PDPM compared to their historical PPS reimbursements. 

The side-by-side comparison of reimbursements under both systems helped Symbria Rehab’s and

their subsidiaries’ clients understand the new PDPM system and how it applied to them. The reports 

produced by the PDPM Analysis Software are sophisticated and in- depth. Users are presented with a 

dashboard that shows high-level, side-by-side totals of PPS versus PDPM reimbursements for their 

facility. For clients with multiple facilities, they can view the numbers across all sites, or filter by a 

particular facility. Users can then drill down into the data and look at payments by component—

physical therapy, occupational therapy, or speech and language pathology—and clinical category

(such as cancer or cardiovascular). Within the clinical categories, a user can examine subcategories, 

such as particular types of cancer. Beyond that, users can look at the data of individual patients on 

an anonymized basis.

ANSWER: Defendant denies that the reports produced by the PDPM Analysis Software are 

sophisticated, high level and in- depth, or that they provided any data or information that was 

not already available to the client or easily obtainable through other PDPM software. The 

content of the reports are a written document and the best evidence of its terms and contents. 

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UMHS is without information or knowledge sufficient to form a belief as to the truth of the 

allegations related to how “users” are presented the reports or use the said reports and without 

information or knowledge sufficient to form a belief as to the truth of the remaining allegations 

in Paragraph 77. 

78. Symbria’s analytical reports also provide data on the percentage of patients with 

depression, clinical categories of patients receiving physical or occupational therapy, and information 

on claims returned to the client by CMS for incorrect bill coding. All of these are factors in 

maximizing reimbursements.

ANSWER: Defendant denies that the reports produced by the PDPM Analysis Software are 

sophisticated, high level and in- depth, or that they provided any data or information that was 

not already available to the client or easily obtainable through other PDPM software. The 

content of the reports are a written document and the best evidence of its terms and contents. 

79. After creating the initial reports, Symbria has designed and produced regular reports 

with updated data to Symbria Rehab clients to help them understand trends and to maximize their 

reimbursements under PDPM.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 79.

80. In the summer of 2019, CMS published its own beta software that performed similar 

functions to Symbria’s PDPM Analysis Software. However, the CMS beta software did not have the 

same level of sophistication as Symbria’s PDPM Analysis Software. It could only be used by a 

software developer and would only show the PDPM case-mix groups for one patient at a time rather 

than an entire patient population. CMS’ beta software also cannot provide the same granular analysis 

or information to Symbria and Affiliates’ clients without significant modifications. The CMS beta 

software did not allow Symbria and Affiliates’ clients to view the data in the aggregate or filter it

with the same detail – whether by clinical category or down to the level of a particular patient. The 

reports from the PDPM Analysis Software allowed Symbria and Affiliates’ clients more flexibility 

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in understanding the data in a detailed manner without the need of a software developer. Thus, 

Symbria’s program gives it a competitive advantage over its competitors using the CMS beta 

software.

ANSWER: Defendant denies that Plaintiffs’ PDPM Analytics Program is confidential, 

proprietary, or a trade secret. Answering further, Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the remaining allegations in Paragraph 

80.

81. In order to be consistent with the rest of its industry, Symbria transitioned to the 

CMS software at Symbria for obtaining the PDPM case-mix groups. Symbria utilized the core engine 

of the PDPM Analysis Software, the code that analyzes a patient’s information and determines the 

case-mix group, and replaced it with the CMS beta software. However, the CMS beta software could 

only process a single patient’s data at a time. Symbria wrote additional computer code to enhance 

the CMS product, which allowed Symbria to create more sophisticated reports for clients similar to

the reports from the original PDPM Analysis Software. The additional code surrounding the CMS 

beta software is unique, proprietary, and confidential.

ANSWER: UMHS denies that Plaintiff’s client reports, code or PDPM Analysis Software 

surrounding the CMS beta software are unique, proprietary, and confidential. Answering 

further, Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 81.

82. An important difference between PPS and PDPM is that PDPM reimburses providers 

regardless of the amount of therapy provided because it is based on a patient’s diagnoses. Thus, there 

could be an incentive to undertreat patients under PDPM. To make sure that Symbria and Affiliates 

provided the same levels of treatment to patients, Symbria’s Clinical Care Team developed clinical 

pathways (labeled “Care Guides”) based on the historical data of Symbria Rehab and its subsidiaries. 

Symbria used years of its data to create reports to help determine how it wanted to treat patients for 

best outcomes under the new PDPM rules. The data shows how Symbria and Affiliates treated 

patients with certain conditions historically. Symbria analyzed the amount of therapy historically 

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provided to its clients’ residents and developed the amount of therapy that was required to give 

patients the optimal level of care.

ANSWER: Defendant admits an important difference between PPS and PDPM is that PDPM 

reimburses providers regardless of the amount of therapy provided because it is based on a 

patient’s diagnoses. UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the allegations in Paragraph 82.

83. Symbria’s output reporting from the data analytics program is unique and highly 

confidential. The analyses and reports are proprietary and economically valuable. They contain 

confidential information obtained directly from Symbria Rehab’s clients, including individual patient 

data, and are based on Symbria’s proprietary modeling of that data. This modeling and the reports 

aid clients in determining clinical pathways, group and concurrent therapy mixes, pricing, 

reimbursements, and general PDPM coding readiness. The reports are proprietary, as are the result 

of a unique, custom-built program for Symbria.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 83.

84. At the time when Callen left the employment of Symbria Rehab, PDPM did not exist, 

and therefore he had no knowledge of Symbria’s PDPM Analysis Software program or lawful access 

to the information and analysis later developed by Symbria and Affiliates to profitably implement

the PDPM reimbursement methodology. On information and belief, Dilmas and Irvine became 

conduits for Callen and all the entities with which Callen is affiliated to acquire and use that new 

confidential information that was developed after Callen’s departure from Symbria Rehab.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 84.

Symbria and Affiliates’ Policies Concerning Confidentiality of Information

85. Symbria Rehab has a practice of requiring all therapists and managers to sign 

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confidentiality agreements.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth or falsity of the allegations in Paragraph 85. 

86. Symbria Rehab has a practice of requiring all employees to agree to the Symbria 

Rehab Employee Handbook.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth or falsity of the allegations in Paragraph 86. 

87. In 2004, the Symbria Rehab Employee Handbook provided in pertinent part as 

follows with respect to company business and Symbria’s trade secrets or other information that is 

confidential, copyright-protected, commercially-valuable, competitively-sensitive and/or 

proprietary:

Company Business

Information obtained and documents produced during your employment with us are 

the property of [Symbria] Rehab. You may not remove documents from the premises, either 

physically or by transmission on the Internet or any on- line network, without authorization.

After you leave [Symbria] Rehab, you may not in any way use information that you 

obtained while working for us.

Confidential and proprietary information includes, but is not limited to: business 

strategies; operating procedures; clinical programs; company manuals; trade secrets; client 

lists; price lists or other confidential information. You are expected to return all confidential 

documents and materials to your supervisor upon your separation of employment, for any 

reason.

The 2004 Symbria Rehab Employee Handbook contained a letter signed by Callen stating that the 

Handbook reflected “our expectations of one another.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 87.

88. On December 19, 2006, Symbria Rehab published and distributed a new Employee 

Handbook. The December 2006 Symbria Rehab Employee Handbook provided the same with 

respect to confidential information as the Employee Handbook did in 2004. The May 2011 Handbook 

again contained a letter signed by Callen stating that the Handbook reflected “our expectations of 

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one another.” This version of the Handbook was in effect in February 2007.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 88.

89. In May 2011, Symbria Rehab published and distributed a new Employee Handbook.

The May 2011 Symbria Rehab Employee Handbook provided the same with respect to confidential 

information as the Employee Handbook did in 2004 and 2007. The May 2011 Handbook again 

contained a letter signed by Callen stating that the Handbook reflected “our expectations of one 

another.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 89.

90. On October 31, 2013, Symbria Rehab had an Employee Handbook concerning 

employment practices. The Employee Handbook contained a letter to employees signed by Callen in 

the front. Callen stated on behalf of Symbria Rehab: “This handbook presents the policies and 

procedures, which constitute the nature of our business relationship and our expectations of one 

another.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 90.

91. On October 31, 2013, the Symbria Rehab Employee Handbook provided as follows 

with respect to computer hardware and software and proprietary information:

The company may provide computer hardware, software, and an access code for authorized 

use to conduct [Symbria Rehab] business. All computer hardware, software, data files and 

applications belong to the company and may be accessed only by authorized personnel. Any 

information created, transmitted or stored on a computer system is company property. You 

should not expect that any information on an [Symbria Rehab] or a client’s computer system 

would be considered private.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 91.

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92. On October 31, 2013, the Symbria Rehab Employee Handbook provided as follows 

with respect to confidentiality:

Your employment with [Symbria Rehab] assumes an obligation to maintain confidentiality, 

even after you leave.

Any violation of confidentiality may seriously injure [Symbria Rehab’s] reputation and 

effectiveness. Therefore, please do not discuss our business or any client information with 

anyone who does not work for [Symbria Rehab]. Even casual remarks can be misinterpreted 

and repeated, so develop the personal discipline necessary to maintain confidentiality.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 92.

93. On October 31, 2013, the Symbria Rehab Employee Handbook provided as follows

with respect to company business and Symbria’s trade secrets or other information that is 

confidential, copyright-protected, commercially-valuable, competitively-sensitive and/or 

proprietary:

Company Business

Information obtained and documents produced during your employment with us are the 

property of [Symbria Rehab]. You may not remove documents from the premises, either 

physically or by transmission on the Internet or any on-line network, without authorization.

After you leave [Symbria Rehab], you may not in any way use information that you obtained 

while working for us.

Confidential and proprietary information includes, but is not limited to: business strategies; 

operating procedures; clinical programs; company manuals; trade secrets; client lists; price 

lists or other confidential information. You are expected to return all confidential documents 

and materials to your supervisor upon your separation of employment, for any reason.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 93.

94. As part of the Employee Handbook, Symbria Rehab had an E-Mail/Electronic Media 

Services Policy applicable to all employees. That policy provided at all relevant times in relevant 

part as follows:

Employees are prohibited from sending e-mail or otherwise using the [Symbria] electronic 

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communication system and electronic media services in connection with any of the following 

activities:

 Any purpose that is illegal or contrary to [Symbria’s] policies or business interests;

 Engaging in illegal, fraudulent or malicious activities;

* * *

 Intentionally or negligently disclosing confidential company information or 

knowledge about the company not intended for public disclosure without specific 

written authority from the company;

* * *

 Attempting to test, circumvent or defeat security or auditing systems, without prior 

authorization....

Employees using the e-mail or electronic media system for defamatory, illegal, or fraudulent 

purposes and employees who break into unauthorized areas of [Symbria’s] computer system 

will also be subject to civil liability and criminal prosecution.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 94.

95. On September 22, 2016 and on October 3, 2016, the Symbria Rehab Employee 

Handbook provided as follows with respect to confidentiality:

Your employment with [Symbria] Rehab assumes an obligation to maintain confidentiality, 

even after you leave. This responsibility is shared by every person employed in any capacity 

within the company. Confidential and proprietary information includes, but is not limited to: 

business strategies; operating procedures; clinical programs; company manuals; trade secrets; 

client lists; price lists, or other confidential information.

* * *

Information obtained and documents produced during employment with us are the property

of the company. Employees may not remove documents from the premises, either 

physically or by transmission on the internet or any on-line network, without authorization....

Any violation of confidentiality may seriously injure the company’s reputation and 

effectiveness. Therefore, please do not discuss our business or any client information with 

anyone who does not work for the company. Even casual remarks can be misinterpreted and 

repeated, so develop the personal discipline necessary to maintain confidentiality.

Upon separation of services with the company, employees must return all confidential 

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documents and materials to management and may not in any way use information obtained 

while working for us.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 95.

96. Symbria and Symbria Rehab have a company policy concerning HIPAA and General 

Confidentiality. The version of the policy implemented in early 2019 and applicable to all employees 

instructs employees as follows: “Do not make any unauthorized transmissions, inquiries, 

modifications, or purging of data in the system. Such unauthorized transmissions include, but are not 

limited to, removing and/or transferring data from the company’s computer systems to unauthorized 

locations, e.g. home.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 96.

97. Symbria and Symbria Rehab have a company policy concerning E-Mail, Internet, 

and Electronic Media Services. The version of that policy implemented in early 2019 as well as the 

previous version of that policy, applicable to all employees, instructs employees as follows: 

“Employees are prohibited from sending e-mail or otherwise using the Symbria electronic 

communication system and electronic media services in connection with any of the following 

activities: [1] Any purpose that is illegal or contrary to Symbria’s policies or business interests.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 97.

98. Symbria and Symbria Rehab have a company policy concerning Information Access 

Management - Access Establishment and Modification. The version of that policy implemented in 

October 2018 applicable to all employees instructs employees that “Workforce members must not 

store sensitive information (including system Passwords) on their home or mobile computers or other 

devices when accessing remotely.”

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ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 98.

99. During the same time period, Symbria’s Employee Handbook provided as follows:

Information obtained and documents produced during employment with us are the property 

of the company. Employees may not remove documents from the premises, either physically 

or by transmission on the internet or any on-line network, without authorization.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 99.

100. On March 27, 2019, the Symbria Rehab Employee Handbook provided as follows 

with respect to Company Confidentiality and Company Business:

Our clients and other parties with whom we do business entrust the company with important 

information relating to their businesses. It is our policy that all information considered 

confidential will not be disclosed to external parties or to employees without a “need to 

know.”

Your employment with Symbria assumes an obligation to maintain confidentiality, even after 

you leave. This responsibility is shared by every person employed in any capacity within the 

company. Confidential and proprietary information includes, but is not limited to: business 

strategies; operating procedures; clinical programs; company manuals; trade secrets; client 

lists; price lists, or other confidential information.

***

Information obtained and documents produced during employment with us are the property 

of the company. Employees may not remove documents from the premises, either physically 

or by transmission on the internet or any on-line network, without authorization....

Any violation of confidentiality may seriously injure the company’s reputation and 

effectiveness. Therefore, please do not discuss our business or any client information with 

anyone who does not work for the company....

Upon separation of services with the company, employees must return all confidential 

documents and materials to management and may not in any way use information obtained 

while working for us.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 100.

Irvine’s Employment by Symbria Rehab and Irvine’s Theft of Trade Secrets,

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Copyright-Protected Information, and Other Confidential Information

101. Christine M. Irvine (“Irvine”), formerly known as Christine M. Lanciloti, was 

employed by Symbria Rehab starting in August 2004, when she was hired as an Exercise

Physiologist. She was promoted to Rehab and Wellness Manager in January 2007, to Client Relations 

Liaison in May 2011, and promoted again to Area Director on October 3, 2016. As Area Director, 

Irvine reported directly to Dilmas. Irvine’s last day of employment by Symbria Rehab was February 

22, 2019. Irvine was formerly a defendant in this action until Plaintiffs dismissed her from the case 

pursuant to settlement.

ANSWER: UMHS admits only that Irvine was formerly named a defendant in this action 

until Plaintiffs dismissed her from the case. Answering further, UMHS is without information 

or knowledge sufficient to form a belief as to the truth of the allegations in Paragraph 101.

102. On or about January 9, 2019, Irvine began an ongoing campaign of misappropriating 

Symbria and Affiliates’ trade secrets and other information that is confidential, copyright-protected, 

commercially-valuable, competitively-sensitive and/or proprietary. Irvine accomplished this effort 

by forwarding materials containing trade secrets or other information that is confidential, copyrightprotected, commercially-valuable, competitively-sensitive and/or proprietary from her symbria.com 

email address, provided to her in connection with her employment as an Area Director of Symbria 

Rehab, to her personal email address. Irvine did so without authorization and in violation of Symbria 

and Symbria Rehab policies and the terms and conditions of her employment. On information and 

belief, by this time, Irvine was planning to leave her job at Symbria Rehab and to go to work for

Plymouth Place and to perform services for one or more of the MedRehab Entities.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 102.

103. On January 9, 2019, Amanda Ambrose, a long-time Executive Assistant at Symbria 

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Rehab in Illinois, emailed to Irvine Symbria Rehab’s PDPM Client Presentation slides, which 

contained detailed information developed by Symbria Rehab for its clients’ confidential use. 

Ambrose’s email was not part of a regular internal distribution at Symbria Rehab, but rather was sent 

only to Irvine, with her entire cover email reading, “See attached.” Irvine was not only Dilmas’ 

subordinate reporting directly to Dilmas at Symbria Rehab but also had a personal relationship with 

him and was his “significant other.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 103.

104. Three hours later, Irvine forwarded the email she had received from Ambrose 

together with Symbria’s copyrighted Understanding the Patient Driven Payment Model presentation 

slides in Microsoft PowerPoint format that Ambrose had attached to her email to a personal email 

address, christine.lanciloti@gmail.com.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 104.

105. Later that same evening, Irvine forwarded Ambrose’s email and attached Symbria’s 

“Understanding the Patient Driven Payment Model” presentation slides to Dilmas.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 105.

106. Plymouth Place in LaGrange Park, Illinois is a senior living facility and client of 

Symbria’s subsidiary Symbria Rx Services, LLC for pharmacy services. Plymouth Place was also a 

prospective client of Symbria Rehab’s for rehabilitation services and for wellness services. In January 

2019, a wholly-owned subsidiary of Plymouth Place purchased minority interests in two of the 

MedRehab Entities, Joint & Neuro and IASN. MedRehab Alliance owned 70 percent of each entity,

and was in the process of offering minority ownership stakes to other senior living facilities.

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ANSWER: UMHS admits only that a wholly-owned subsidiary of Plymouth Place in LaGrange 

Park, Illinois, a senior living facility, purchased a minority interest in IASN. Answering 

further, UMHS is without information or knowledge sufficient to form a belief as to the truth 

regarding whether Plymouth Place is a client of Symbria’s subsidiary Symbria Rx Services, 

LLC for pharmacy services or a prospective client of Symbria Rehab for rehabilitation services 

and for wellness services. UMHS denies the remaining allegations in Paragraph 106.

107. On January 25, 2019, Irvine gave notice of her resignation from Symbria Rehab.

On February 8, 2019, Dilmas sent an email to Symbria Rehab clients announcing that Irvine was 

resigning to pursue a new opportunity. Irvine resigned effective February 22, 2019. Irvine’s new 

work location was at Plymouth Place. At Plymouth Place, Irvine has the title of Senior Director of 

Rehab and Wellness.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the truth 

of the allegations in Paragraph 107.

108. Between the time that Irvine announced her resignation from Symbria Rehab on 

January 25, 2019 and her last day of employment on February 22, 2019, Irvine forwarded over 140 

emails with attached hundreds of files from her symbria.com email address to her personal email 

account. On her last two days of employment alone, Irvine forwarded approximately 100 emails to

her personal email address. Many of these emails contained multiple attachments. Irvine 

forwarded to herself confidential, copyright-protected, commercially-valuable, competitivelysensitive and/or proprietary Symbria information, including financial statements and performance 

metrics; clinical guidance concerning best practices accumulated by Symbria managers and 

therapists; checklists and forms reflecting Symbria’s best clinical practices; Symbria’s internal 

strategies for negotiating with Medicare and private insurers concerning alternate dispute resolution 

for reimbursements and billing and payment audits; training materials designed for Symbria 

therapists, managers and clients; screening tools designed to promote therapy referrals from clients’ 

nursing staffs; Symbria’s policy and procedure manuals regarding therapy and business matters;

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materials related to obtaining periodic accreditation from various accrediting bodies; detailed 

materials regarding Symbria’s work obtaining licensure for an outpatient therapy clinic for one of its 

clients located in Illinois; and detailed information regarding Symbria’s respiratory therapy program. 

In short, Irvine absconded with a cornucopia of data, tools, and information that a new competitor 

would need to get a new business competing with Symbria instantly up and running. Irvine’s new 

employer has an equity interest in precisely such a business – MedRehab Alliance – a company also 

owned by UMHS and Callen. Furthermore, Callen has stated that “we hired her for Plymouth Place.”

ANSWER: UMHS admits only that it has an investment interest in MedRehab Alliance. 

UMHS is without information or knowledge sufficient to form a belief as to the truth of the 

allegations in Paragraph 108.

109. On information and belief, while Irvine was still employed by Symbria, Callen 

informed Irvine that he and the MedRehab Entities were soliciting Symbria clients and prospective 

clients and soliciting Symbria employees and directed Irvine not to inform Symbria, and Irvine did 

not inform Symbria, undermining Symbria’s interests.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 109.

110. Among the documents that Irvine emailed to herself in violation of Symbria and 

Symbria Rehab company policies and/or her implied duty of good faith and fair dealing are the 

following:

(a) Symbria’s “Understanding the Patient-Driven Payment Model” slide 

presentation, marked “© 2019 Symbria, Inc.”;

(b) Symbria Rehab’s clinical pathways for therapists for multiple categories of diseases;

(c) documents containing client-specific information regarding patient censuses and 

diagnoses, detailed client contact information, and information concerning where to find 

resources in client facilities;

(d) Excel spreadsheets designed by Symbria for use in connection with client facilities 

containing formulas for measuring data and metrics for patient characteristics and outcomes, 

and financial performance, and often containing detailed historical data from clients’ 

facilities;

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(e) the weekly Illinois Operational Variance Report for Symbria Rehab’s clients in 

Illinois, containing detailed performance metrics for the first five weeks of 2019 and an Excel 

template with formulas for tracking an entire year;

(f) a top-level summary of Symbria and Affiliates’ historical number of cases by PDPM 

diagnostic category;

(g) a list of Symbria Rehab’s Illinois clients, the number of potential residents at each 

facility, and estimated weekly units based on historical data;

(h) documents relating to dispute resolution with Medicare and other payers and Symbria 

Rehab’s strategies and methods for handling such disputes;

(i) slide presentations made for Symbria and Affiliates’ internal use to train therapists on 

patients having various clinical diagnoses and problems, typically marked “© Symbria, Inc.” 

with an accompanying year;

(j) forms, checklists, and processes used by Symbria and Affiliates’ Program Managers 

in client facilities;

(k) portions of Symbria Rehab’s policies and procedures manual;

(l) a lengthy “Outpatient Therapy Policies and Procedures Manual” for Symbria Rehab’s 

first outpatient clinic, being established for Symbria Rehab’s client North Shore Senior 

Center, containing a legend beginning, “THE CONTENTS OF THIS PUBLICATION 

ARE CONFIDENTIAL AND

PROPRIETARY” and containing a roadmap to the establishment of an outpatient therapy 

clinic;

(m) outcomes data for patients at the North Shore Senior Center outpatient clinic;

(n) a list of all of Symbria Rehab’s therapists in Illinois who float from facility to facility 

with their personal contact information, the discipline they practice in, the state they are 

licensed in, and the facility they were based at;

(o) a list of Symbria Rehab’s Program Managers at all Illinois client facilities;

(p) internal training materials used for compliance, accreditation, patient documentation, 

and clinical care issues;

(q) Symbria Rehab’s Disease Management Models for eight categories of disease used to 

train Symbria and Affiliates’ therapists, and corresponding slide presentations for each 

disease category, all marked “© 2017 Symbria Rehab, Inc. Confidential and proprietary”;

(r) Symbria Rehab’s “Survey Readiness: Guidance for the New Survey Process” used 

internally to train Program Managers;

(s) Symbria Rehab’s Respiratory Therapy Program Manual and Respiratory Therapy 

Competencies; and

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(t) Symbria Rehab’s Senior FITnessTM Program Manager’s Resource Training Manual 

for training Program Manager’s in the wellness business line.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 110, including all of its subparts.

111. Irvine continues to be employed by Plymouth Place. On information and belief, in 

connection with that employment, Irvine provides services for the operating companies among the 

MedRehab Entities, specifically MedRehab Alliance, Joint & Neuro, Joint & Neuro Chicago, 

MedRehab Wisconsin, MedRehab Interstate, Pearl, and Chicago Rehab.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 111.

112. Nearly all of the emails that Irvine forwarded from her Symbria email account to her 

personal email account contain information Symbria and Affiliates treated as confidential or is 

protected under copyright laws. On information and belief, each time when Irvine misappropriated 

confidential, copyright-protected, commercially-valuable, competitively- sensitive and/or

proprietary information of Symbria and Affiliates, she acted as agent for UMHS, MedRehab 

Alliance, IASN, MedRehab Holdings, and MedRehab Wisconsin. After April 29, 2019, on 

information and belief Irvine also acted as agent for Chicago Rehab and for Joint & Neuro. After

August 5, 2019, on information and belief, Irvine also acted as agent for Joint & Neuro Chicago. 

After August 19, 2019, on information and belief Irvine also acted as agent for MedRehab Interstate. 

On information and belief, Irvine disclosed some or all of the confidential information and copyrightprotected materials of Symbria and Affiliates to Dilmas, Callen, UMHS, and the MedRehab Entities. 

On information and belief, Irvine, Dilmas, Callen, UMHS, and the MedRehab Entities were acting 

in concert in furtherance of a scheme to use Symbria’s confidential, copyright-protected, 

commercially-valuable, competitively-sensitive and/or proprietary information and to solicit and 

compete with Symbria in violation of UHMS’ covenants in the Stock Purchase Agreement, Callen’s 

covenants concerning Confidential Information in his and his fiduciary

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obligations, Dilmas’ confidentiality and other obligations in his employment contract and his 

fiduciary obligations, and Irvine’s confidentiality and other obligations in her employment contract 

and her fiduciary obligations. The conduct of those persons and entities also violated the Defend 

Trade Secrets Act, the Illinois Trade Secrets Act, and the Copyright Act.

ANSWER: UMHS denies that Irvine was ever at any time an agent for UMHS, MedRehab 

Alliance or IASN and further denies that Irvine disclosed some or all or any confidential 

information and copyright-protected materials of Symbria and Affiliates to UMHS. Further, 

UMHS denies that it ever acted in concert in furtherance of a scheme to use Symbria’s 

confidential, copyright-protected, commercially-valuable, competitively-sensitive and/or 

proprietary information to solicit and/or compete with Symbria in violation of UHMS’ 

covenants in the Stock Purchase Agreement, Callen’s covenants concerning Confidential 

Information in his Severance Agreement and his fiduciary obligations, Dilmas’ confidentiality 

and other obligations in his employment contract and his fiduciary obligations, and Irvine’s 

confidentiality and other obligations in her employment contract and her fiduciary obligations, 

or any other reason. UMHS denies any contact in violation the Defend Trade Secrets Act, the 

Illinois Trade Secrets Act, and the Copyright Act. Answering further, UMHS is without 

information or knowledge sufficient to form a belief as to the truth of the remaining allegations 

in Paragraph 114.

Dilmas’ Employment by Symbria Rehab and

Dilmas’ Theft of Trade Secrets and Other Confidential, Proprietary Information

113. In October 2013, Symbria Rehab hired Dilmas as an employee at will.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 113.

114. In September, 2016, Symbria Rehab promoted to Dilmas to the at-will employment 

position of Regional Director of Operations by Symbria Rehab.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 114.

115. As Regional Director of Operations at Symbria Rehab, Dilmas was responsible for 

overseeing and managing the daily operations and fiscal performance of Symbria Rehab within his 

assigned region, the Chicago metropolitan area. Dilmas was involved in creating PDPM Site Data 

Workbooks, spreadsheets containing detailed data relating to each client’s performance under PPS,

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projections for performance under PDPM, and recommended internal pricing strategies and options, 

for each of the client facilities he was responsible for as Regional Director of Operations.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 115.

116. On or about February 12, 2019, Dilmas began an ongoing campaign of 

misappropriating Symbria and Affiliates’ trade secrets and other information that is confidential, 

copyright-protected, commercially-valuable, competitively-sensitive and/or proprietary. Dilmas 

accomplished this effort by forwarding trade secrets and other information that is confidential, 

copyright-protected, commercially-valuable, competitively-sensitive and/or proprietary from his 

Symbria.com email address, provided to him in connection with his employment as a manager of 

Symbria Rehab, to his personal email address. Dilmas did so without authorization and in violation 

of Symbria and Symbria Rehab policies and/or his implied duty of good faith and fair dealing. On

information and belief, by this time, Dilmas was planning to leave his job at Symbria Rehab and to 

go to work for Callen and one or more of the MedRehab Entities.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 116.

117. On February 12, 2019, Dilmas sent three internal and confidential Symbria 

documents to a personal email account controlled by him. These included a memo concerning 

“Selection of Alternate Modes of Therapy Service Delivery,” a Fall 2017 Symbria Rehab “Modes 

of Therapy Training Module,” and a Symbria Rehab Group Recommendation Assessment form. The 

memo concerning Selection of Alternate Modes of Therapy Service Delivery provided detailed 

guidance concerning therapists incorporating alternate modes of therapy and combining patients with 

specialized needs to gain labor efficiencies and offered solutions to barriers to offering group and 

concurrent treatment. The Modes of Therapy Training Module was designed for Symbria Rehab 

managers and therapists to become familiar with PDPM planning rules including the criteria for 

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group, concurrent or individual treatment and the acceptance of minutes billed. The assessment form

was designed for Symbria Rehab therapists to implement the guidance set forth in the other two 

documents.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 117.

118. On March 20, 2019, Symbria Rehab’s Vice President of Clinical Operations sent 

Dilmas an email with the subject, “PDPM Preparedness – Tip #6.” This email was sent to Symbria 

Rehab’s clients pursuant to the confidentiality agreements contained in Rehabilitation Service 

Agreements provided guidance on “Understanding the Administrative Presumption of Coverage in a

Skilled Nursing Facility under PDPM.” This document summarized, in an easy-to- read format as 

compared to CMS literature, the rules for Administrative Presumption of Coverage. This email was

marked “© 2019 Symbria, Inc.” That same evening, Dilmas forwarded this email to his personal 

email account.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 118.

119. On March 22, 2019, Dilmas sent to Symbria Rehab’s Vice President of Clinical 

Operations and to Brad Miller, then Symbria Rehab’s Vice President of Rehab Operations, an email 

concerning Illinois market data. Miller had succeeded to Callen’s responsibilities for Symbria Rehab 

after Callen’s termination. In his email, Dilmas wrote to Miller and the other Symbria Rehab 

executive about the impact of the loss of one Symbria Rehab client and the addition of a new Symbria 

Rehab client. Attached to this email was a detailed spreadsheet analyzing for the state of Illinois 

market Symbria Rehab’s Medicare Part A revenue, Medicare Part B revenue, total revenue, total 

cost, profit, margin, cost per minute, productivity, efficiency, revenue per minute, Medicare Part B 

visits per resident, Medicare Part B units per visit, Medicare Part A days, Medicare Part A length of 

service, labor costs broken down by type of therapy (occupational, physical, and speech), and level 

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of employee providing the service. The data included Symbria Rehab’s performance in Illinois as a 

whole, as well as with and without the lost and new clients. Later that day, Dilmas forwarded the

email he has sent to Miller and the attached spreadsheet to his personal email account. The same day, 

Dilmas forwarded this email and attachment to Irvine at her personal email address.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 119.

120. On March 26, 2019, Dilmas emailed from his Symbria.com email address a memo 

concerning the transition of the new Symbria Rehab client referenced in Dilmas’ March 22, 2019, 

email to his personal email account. The memo contained a plan and timetable for the new client to 

start with Symbria Rehab by September 1, 2019. This document was a template on how to effectively 

start a new rehabilitation client developed by Symbria Rehab.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 120.

121. On April 12, 2019, Dilmas sent Miller an email along with an attached spreadsheet

concerning the financial performance of Symbria Rehab for 2019 for the year to date and an attached 

PDF file also concerning Symbria Rehab’s financial performance. The spreadsheet contained 

information concerning Symbria Rehab’s revenues by segment, profits, productivity, and efficiency, 

with details such as revenue per minute, Medicare Part A days and length of stay, and labor costs by 

category of therapy provided. Dilmas also attached to the email a report entitled “Contribution 

Margin Trend Report – Summary” for each of Symbria Rehab’s clients’ facilities in Illinois. For each 

Symbria Rehab client, the report showed gross revenues by category, direct costs by category, gross 

profits, and as to therapy services, total minutes, revenue per minute, cost per minute, and profit per 

minute. The PDF file summarized Symbria Rehab’s performance for each of Symbria Rehab’s 

clients’ facilities in Illinois. Later that day, Dilmas forwarded his email to Miller and the attachments 

to his personal email account.

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ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 121.

122. On May 7, 2019 at 10:30 a.m., Dilmas sent an email to Miller with the subject, 

“4/30/19 Ops call.” In Dilmas’ email, he discussed Symbria Rehab’s performance at two of its 

clients’ facilities in Illinois. Dilmas attached four documents to the email to Miller: a Change of 

Therapy Review at one client and three recent Key Factor Weekly Reports for the other client. The 

Change of Therapy Review listed patients’ names at the client facility, the severity of their cases, 

units billed and RUGs for coding utilized by CMS, and variances relating to the RUGs. The document 

contained a legend: “This Report may contain privileged and confidential patient information and 

must not be disseminated.” The Change of Therapy report contained protected health information 

(PHI) under HIPAA, which Symbria Rehab policy prohibited being removed from the company’s 

computer network. The Key Factor Weekly reports showed RUGs days, ideal minutes of therapy, 

actual minutes of therapy, efficiency percentages, and average minutes of therapy for Medicare Part 

A patients at clients’ facilities derived from Symbria and Affiliates’ operations. For Medicare Part B 

patients, the reports showed units of therapy and revenue per unit. The reports showed detailed 

breakdowns of labor hours, productivity, and other revenue. The Key Factor Weekly Reports were 

generated summaries from Symbria’s electronic medical records system. The Key Factor Weekly 

Reports are specific to particular clients and can be used to derive Symbria and Affiliates’ pricing. 

Later, that day, Dilmas forwarded his email with attachments to his personal email account. Dilmas 

then used his personal email to forward his email with the four attachments to Irvine at her personal

email address. Thirty minutes later, Miller replied to Dilmas, “I will want to revisit at some point in the 

near future.” Minutes later, Dilmas replied, “Absolutely. Let me know.” Dilmas then forwarded that email to 

his personal email.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the truth 

of the allegations in Paragraph 122.

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123. At about 11:00 a.m. on May 7, 2019, just minutes after forwarding his email and 

attachments from Miller to his personal email, Dilmas then sent himself five spreadsheets containing 

more detailed information concerning Symbria Rehab’s financial performance. The first contained 

detailed data regarding revenues, profits, productivity, efficiency, revenue per minute, Medicare Part 

B visits per residents, and units per visit, Medicare Part A days and length of stay, and labor costs by 

category of therapy for Symbria Rehab in Illinois for 2017 and 2018 at a market level, as well as 

revenues, productivity, revenue per minute and cost per minute at every one of Symbria Rehab’s 

Chicago region clients on a client basis for the same time period. The second spreadsheet analyzed

Symbria Rehab’s recent performance as impacted by the recent loss of two Illinois clients and the 

recent gain of another Illinois client and contained similar level of details as the first. The third 

spreadsheet contained similar data as the first at an Illinois market level for all years from 2014 

through 2018. The fourth spreadsheet was a Weekly Margin Operational Variance Report containing 

detail regarding facility revenues, facility costs, measures of overtime spent by therapists, Medicare 

Part A RUG distribution data, revenue per minute under Medicare Parts A and B, data regarding 

timeliness of documentation review, and action plans with respect to facility margin, facility 

productivity, overtime, RUG distribution, programming, financial metrics, and documentation 

completion -- for every week in 2018. The fifth spreadsheet was a Weekly Margin Operational 

Variance Report containing the exact same detail for every week in 2019 from the beginning of the 

year to the most recent completed week.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 123.

124. On June 24, 2019, a Symbria Rehab administrative employee emailed to Dilmas at 

his request a .zip file named PDPM Resources containing a vast amount of information developed 

by Symbria Rehab in preparation for the implementation of PDPM. In the .zip file were 43 

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voluminous documents prepared by Symbria Rehab concerning PDPM, including 15 resources 

guides, 20 PDPM Care Guides, Symbria’s copyrighted “Understanding the Patient Driven Payment 

Model slide presentation and other client presentations, and Symbria’s copyrighted PDPM 

Preparedness Tips 1 through 7 that it had prepared and sent to clients. The Care Guides were 

developed based on years of historical data and experience that Symbria and Affiliates accumulated,

including for each clinical diagnostic category established by PDPM, the historical mix of each

therapy discipline in that category for Symbria’s clients’ patients and the average treatment time per 

week for each therapy discipline for that type of patient. The Care Guides and other attached 

documents are marked “Symbria, Inc. – Confidential” on every page. Symbria’s investment in

developing these proprietary materials took place over a year and a half, involved thousands of senior 

executive-level hours, including the exclusive time of three Symbria executives for many months, 

and involved an expense of hundreds of thousands of dollars. That night, Dilmas promptly forwarded 

the email and attachment to his personal email address.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 124.

125. On July 23, 2019, Dilmas forwarded via email, without comment, the same .zip file 

that he had misappropriated from Symbria and Affiliates on June 24, 2019 to Irvine. The next day, 

Irvine then forwarded that same .zip file to Callen at his medrehaballiance.com email address, also 

without any comment or explanation.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 125.

126. Also on July 23, 2019, Symbria Rehab distributed to its management team its 

extensive PowerPoint presentation prepared by Symbria Rehab’s Clinical Care team for Symbria and 

Affiliates’ managers and therapists entitled “Understanding the Patient Driven Payment Model.” This 

presentation was developed by Symbria’s executive and management team as the dedicated resource 

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utilized for training its clients and prospective clients about PDPM, as well as explaining PDPM to 

Symbria’s therapists, program managers, and pharmacists. The document not only summarized 

PDPM in a clearly-understood format but also provided real examples of the financial impact for 

various scenarios including pharmacy, which Symbria Rehab’s competitors typically lack 

institutional knowledge about. The presentation also used Symbria’s data analytics to provide highlevel insights about the impact of implementing PDPM. Dilmas was one of the recipients of the 

presentation. The presentation was marked “© 2018 Symbria, Inc.” Later that same day, Dilmas 

forwarded the presentation to his personal email address.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 126.

127. On August 8, 2019, Dilmas emailed other Symbria managers and executives to make 

recommendations concerning pricing under PDPM to be offered to a Symbria Rehab client. He 

recommended three different pricing options. His email set forth a proposed negotiating strategy for 

Symbria Rehab to adopt with that client. Dilmas attached four spreadsheets to his email. The first 

three were detailed breakdowns for each of the client’s three facilities in Illinois, showing each of 

the three pricing options to be offered to the client, with projections based on CMS’ prior PPS 

payment methodology as well as the new PDPM methodology, and showed details such as minutes 

of therapy and projected savings to the client under each option. The fourth spreadsheet was an 

analysis comparing pricing under the new PDPM model to the old PPS model, summarizing PDPM 

changes by RUG category, average payment by component of service provided, return to provider, 

physical therapy and occupational therapy clinical categories measured in days, the percentage of 

patients with depression, and the percentage of patients by speech and language pathology end splits, 

which impact skilled nursing facility reimbursement based on a patient’s criteria. Revenues based on 

historical data were projected based upon total dollars for both methodologies, number of patient 

days, and payments per patient days under both PPS and PPM. The fourth spreadsheet contains data 

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that Symbria and Affiliates provided to clients pursuant to confidentiality agreements in PDPM Data 

Analytics Licensing Agreements. There were detailed worksheets below the summary sheet on the 

top of the workbook. Dilmas forwarded this email and these attachments to himself five hours later.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 127.

128. Under CMS’ new PDPM reimbursement system, concurrent and group therapy (as 

opposed to individual therapist-to-patient therapy) would now be allowed at full reimbursement rates

for Medicare Part A patients, whereas previously these were only allowed at greatly reduced 

reimbursement rates. Symbria Rehab created a “Concurrent and Group Fact Sheet” for managers and 

therapists to use in deciding whether to use concurrent or group therapy. The fact sheet was 

distributed to Program Managers and other Symbria Rehab employees, including Dilmas, Kathleen

Rice, and Tammy Buckley, on September 10, 2019. That night, Dilmas forwarded the email and 

attached fact sheet to his personal email account.

ANSWER: UMHS admits that under CMS’ new PDPM reimbursement system, concurrent 

and group therapy (as opposed to individual therapist-to-patient therapy) would now be 

allowed at full reimbursement rates for Medicare Part A patients, whereas previously these 

were only allowed at greatly reduced reimbursement rates. Answering further, UMHS is 

without information or knowledge sufficient to form a belief as to the truth of the remaining 

allegations in Paragraph 128.

129. Symbria Rehab’s Clinical Team drafted a “Program Manager Tip Sheet for 

Transition to PDPM” with guidance for the weeks of September 23 and September 30, 2019, and the 

first week of October. Symbria Rehab’s Clinical Team drafted the document to provide guidance for 

a smooth transition to PDPM. The tip sheet was emailed to Program Managers and other employees, 

including Dilmas, Rice and Buckley, on September 11, 2019. That afternoon, Dilmas forwarded the 

email and attached tip sheet to his personal email address.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 129.

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130. Symbria’s Clinical Team also developed a PowerPoint presentation on its 

Restorative Nursing Program and guidance for billing for such a program under the PDPM 

reimbursement methodology. Symbria Rehab distributed the presentation to Regional Mangers, Area 

Managers, and Program Managers and other employees, including to Dilmas, Rice, and Buckley, on 

September 17, 2019. Later that day, Dilmas forwarded the email and attached PowerPoint file to his 

personal email address.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 132.

131. On Friday, September 20, an employee of Symbria emailed to Dilmas “the care 

guides we discussed yesterday.” Attached to the email were 18 Symbria Care Guides. The Care 

Guides addressed each of the ten diagnostic categories under PDPM and addenda thereto. As

explained in a cover email when the Care Guides were first distributed in July, “correlate[ing] with 

each of the 10 therapy clinical categories established under PDPM.... [T]hey provide category 

specific diagnoses, historical treatment time averages, special considerations, standardized 

assessment recommendations, group recommendations, and much more.” Symbria’s team of clinical 

consultants compiled the Care Guides as a set of best practices for each of the ten diagnostic 

categories under PDPM.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 131.

132. The PDPM Care Guides contain and are based on Symbria’s historical patient care 

and financial data and assessments of clinical best practices over years of the company’s experience. 

One guide concerns Section GG Scoring, a new methodology under PDPM, which differed from 

Section G under PPS, the old CMS reimbursement methodology. Section GG scoring determines a 

patient’s case mix index (CMI), which in turn impacts reimbursement levels from Medicare and 

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Medicaid. The PDPM Care Guides indicate where Symbria believes patients should range based on 

best practices. The PDPM Care Guides give guidance on billing and reimbursement, inclusion or 

exclusion from group therapy, and best practices for how to avoid CMS audits and denials. Symbria’s 

PDPM Care Guides also discuss dovetailing and concurrent therapy approaches, which were 

previously not allowed under the PPS system for Medicare Part B, when therapy had to be conducted 

on a one-on-one basis. The PDPM Care Guides also provide a crosswalk table translating therapists’ 

professional terminology into the terminology used in CMS’ PDPM regulations and guidance. 

Symbria’s Care Guides are a distillation of the collective experience and wisdom of Symbria Rehab’s 

therapists and managers.

ANSWER: UMHS denies that it received any documents, guides or reports that related to 

PDPM that were identified as confidential, proprietary by Plaintiffs, or that were copyright 

protected, commercially-valuable, competitively-sensitive and/or proprietary. Answering 

further, Defendant is without information or knowledge sufficient to form a belief as to the 

remaining truth of the allegations in Paragraph 132.

133. After receiving the Care Guides, Dilmas promptly forwarded all of these materials to 

himself at his personal email address on the same day, September 20, 2019.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 133.

134. Each of the emails that Dilmas forwarded to his personal email account contain 

information Symbria and Affiliates treated as confidential. On information and belief, each time 

when Dilmas misappropriated the trade secrets or other information that is confidential, copyrightprotected, commercially-valuable, competitively-sensitive and/or proprietary of Symbria and 

Affiliates, he acted as agent for UMHS, MedRehab Alliance, IASN, MedRehab Holdings, and 

MedRehab Wisconsin. After April 29, 2019, on information and belief, Dilmas also acted as agent 

for Chicago Rehab and for Joint & Neuro. After August 5, 2019, on information and belief, Dilmas 

also acted as agent for Joint & Neuro Chicago. After August 19, 2019, on information and belief, 

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Dilmas also acted as agent for MedRehab Interstate. On information and belief, Dilmas also disclosed 

the confidential information of Symbria and Affiliates to MedRehab Therapy. On information and 

belief, Dilmas, Callen, Irvine, UMHS, and the MedRehab Entities were acting in concert in 

furtherance of a scheme to use Symbria’s confidential information and to solicit and compete with 

Symbria in violation of UHMS’ covenants in the Stock Purchase Agreement, Callen’s covenants 

concerning Confidential Information in his and his fiduciary obligations, 

Irvine’s confidentiality and other obligations under her employment contract and her fiduciary duties, 

and Dilmas’ confidentiality and other obligations in his employment contract and his fiduciary duties. 

The conduct of those persons and entities also violated the Defend Trade Secrets Act, the Illinois 

Trade Secrets Act, and the Copyright Act.

ANSWER: UMHS denies that it received any documents, guides or reports that related to 

PDPM that were identified as confidential, proprietary by Plaintiffs, or that were copyright 

protected, commercially-valuable, competitively-sensitive and/or proprietary. UMHS denies 

that Dilmas was ever at any time an agent for UMHS, MedRehab Alliance or IASN, and UMHS

further denies that Dilmas disclosed some or all or any confidential information and copyrightprotected materials of Symbria and Affiliates to UMHS. Further, UMHS denies that it ever 

acted in concert in furtherance of a scheme to use Symbria’s confidential, copyright-protected, 

commercially-valuable, competitively-sensitive and/or proprietary information to solicit 

and/or compete with Symbria in violation of UHMS’ covenants in the Stock Purchase 

Agreement, Callen’s covenants concerning Confidential Information in his Severance 

Agreement and his fiduciary obligations, Dilmas’ confidentiality and other obligations in his 

employment contract and his fiduciary obligations, and Dilmas’ confidentiality and other 

obligations in his employment contract and his fiduciary obligations, or any other reason. 

UMHS denies any contact in violation the Defend Trade Secrets Act, the Illinois Trade Secrets 

Act, and the Copyright Act. Answering further, Defendant is without information or 

knowledge sufficient to form a belief as to the remaining truth of the allegations in Paragraph 

134.

135. On September 24, 2019, Dilmas submitted a letter of resignation to Symbria Rehab. 

That same day, he forwarded to his personal email address a Program Manager Tip Sheet for 

Transition to PDPM prepared by Symbria’s Clinical Team that was sent to all Regional, Area, and 

Program Managers the day before.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 135.

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136. Shortly after Dilmas resigned from Symbria Rehab, in October 2019, Dilmas reset 

the smartphone he used while a Symbria Rehab employee to factory settings, which had the result 

of removing user files from the device, including but not limited to text messages, web browser 

history, emails from his personal email account, voice messages, telephone call histories, and other 

information. Dilmas is still in possession of this wiped smartphone.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 136.

Defendants’ Use of Symbria and Affiliates’ Trade Secrets and Copyrighted Works, 

Solicitation of Symbria and Affiliates’ Clients, Prospective Clients,

and Employees, and Competition with Symbria in Illinois

137. Symbria Rehab and UMHS, in the name of its post-acute care residential facility 

Wesley Place, entered into a Rehabilitation Services Agreement effective May 31, 2012, pursuant to 

which Symbria Rehab provides therapy services to residents of UMHS’ facility. Symbria Rehab 

provides physical therapy, occupational therapy, and speech and language pathology therapy to 

residents of UMHS’ facility. Symbria Rehab also provides education and training relating to these 

services to UMHS’ staff. The agreement between Symbria Rehab and UMHS provides in pertinent 

part as follows:

6.1 Confidential Information. Each Party will use its best efforts to preserve the 

confidentiality of all nonpublic financial information, manuals, protocols, marketing, and 

strategic information, client lists, Resident care and outcomes data (“Confidential 

Information”). No Party will use for its own benefit or disclose to third-parties any other 

Party’s Confidential Information without prior written consent. Upon termination of this 

Agreement, all Confidential Information and copies thereof will be returned at the request of 

the disclosing Party.

ANSWER: UMHS denies the allegations in Paragraph 137.

138. Symbria Rehab and United Methodist Homes of New Jersey (“United Methodist 

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Communities” or “UMC”) entered into a Rehabilitation Services Agreement effective September 1, 

2013, for five senior living facilities operated by UMC in New Jersey. Symbria Rehab agreed to 

provide occupational therapy, physical therapy, and speech and language therapy to residents of

UMC’s facilities and UMC agreed to pay rates negotiated between the two companies for those 

services. The fee schedule was based on resource utilization groups (“RUGs”) for Medicare Part A 

inpatient care services utilized for reimbursements by the Centers for Medicare and Medicaid

Services (“CMS”) of the United States Department of Health and Human Services, a percentage rate 

for Medicare Part B outpatient and private insured outpatient care services, a per-minute rate for 

Medicaid Part A services and a percentage rate for Medicaid Part B services, and an hourly rate for 

consulting services.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 138.

139. The Rehabilitation Services Agreement between Symbria Rehab and UMC provided 

that:

Each Party will use its best efforts to preserve the confidentiality of all nonpublic financial 

information, manuals, protocols, marketing, and strategic information, client lists, Resident 

care and outcomes data (“Confidential Information”). No Party will use for its own benefit or 

disclose to third-parties any other Party’s Confidential Information without prior written 

consent.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the truth 

of the allegations in Paragraph 139.

140. Callen signed the Rehabilitation Services Agreement with UMC on behalf of 

Symbria Rehab as its President.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 140.

141. Symbria Rehab and Lions Gate entered into a Rehabilitation Services Agreement 

effective October 1, 2016 for its senior living facilities operated by Lions Gate in New Jersey. 

Symbria Rehab agreed to provide occupational therapy, physical therapy, and speech and language 

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therapy to residents of Lions Gate’s facilities and Lions Gate agreed to pay rates negotiated between 

the two companies for those services. The fee schedule was based on RUGs for Medicare Part A 

inpatient care services utilized for reimbursements by the CMS of the United States Department of 

Health and Human Services, a percentage rate for Medicare Part B outpatient and private insured 

outpatient care services, and an hourly rate for consulting services.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 141.

142. The Rehabilitation Services Agreement between Symbria Rehab and Lions Gate 

provided as follows:

Confidential information. Each Party will use its best efforts to preserve the confidentiality 

of all nonpublic financial information, manuals, protocols, marketing and strategic 

information, client lists, and Resident care and outcomes data (“Confidential Information”). 

Neither Party will use for its own benefit or disclose to third-parties any other Party’s 

Confidential Information without prior written consent.

Callen signed the Rehabilitation Services Agreement on behalf of Symbria Rehab as its President.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the truth 

of the allegations in Paragraph 142.

143. In November 2018, Symbria’s Business Development Director, Rob Watts, left his 

employment at Symbria. In that position at Symbria, Watts maintained a list of prospective clients 

and their key contacts for Symbria’s sales staff to use in their sales and marketing efforts. Before 

Watts left Symbria, he ceased maintaining Symbria’s prospect list. In January 2019, Watts became 

Senior Vice President for Business Development at MedRehab Alliance. Watts also performs work 

for MedRehab Interstate.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 143.

144. By December 13, 2018, long before Callen’s customer non-solicitation provision in 

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his Severance Agreement expired, and in contravention of the restrictive covenants in the SPA given 

to Symbria by UHMS, Callen solicited Symbria client Otterbein Senior Life to join his rehabilitation 

services company and asked UMHS’ president Bill Lowe to provide guidance on questions posed by 

Otterbein Senior Life about it.

ANSWER: Defendant denies the allegations in Paragraph 144.

145. On January 14, 2019, while the Severance Agreement and the non-solicitation 

covenants contained in them were still in effect, Callen emailed a number of clients of Symbria and 

Affiliates, both inside Illinois and outside Illinois, to solicit their business. Among Symbria and 

Affiliates’ clients that Callen solicited were UMC, Norwood Crossing, and Management 

Performance Associates, the company that manages the DeKalb County Rehab & Nursing Center, 

which is a Symbria Rehab client. Callen solicited these Symbria and Affiliates’ clients from his

medrehaballiance.com email account, using a “MedRehab Alliance” logo and a signature 

block stating that Callen was President/CEO of MedRehab Alliance, LLC. On each email, Callen 

copied Sharma of Chicago Rehab.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 145.

146. In the spring of 2019, Symbria became aware that its pharmacy client Plymouth 

Place was going to terminate its existing contract with another company to provide rehabilitation 

services for its residents. Symbria made efforts to secure a contract for Symbria Rehab with Plymouth 

Place to provide rehabilitation services. However, despite the existing pharmacy services relationship 

between Symbria and Plymouth Place, Plymouth Place subsequently informed Symbria it would not 

be awarding it a contract to provide rehabilitation services to its residents. On May 1, 2019, Irvine 

announced a “partnership/joint venture” between Plymouth Place and “MedRehab Alliance” for 

“MedRehab Alliance” to start providing therapy services to Plymouth Place’s residents. According 

to Irvine and Plymouth Place, “MedRehab Alliance” would provide therapy services on site as well 

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as pain management, clinic integration and outpatient therapy, home health services, and wellness 

services. Plymouth Place entered into a contract with MedRehab Therapy to provide these services. 

Subsequently, MedRehab Therapy transferred its contract with Plymouth Place to Joint & Neuro 

Chicago.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the remaining allegations in Paragraph 146.

147. On information and belief, Lowe and/or Callen on behalf of UMHS and the 

MedRehab Entities, solicited Plymouth Place’s rehabilitation and wellness services.

ANSWER: Defendant denies the remaining allegations in Paragraph 147.

148. In or around April 2019, , MedRehab Wisconsin, and 

began to solicit Symbria Rehab’s client Marquardt Manor in Watertown, Wisconsin. 

a slide presentation about MedRehab Interstate that stated that “[t]ime is of 

the essence due to the impending rollout of PDPM.”

ANSWER: UMHS admits that the that the information communicated by the email is set forth 

in a written document and the document provides the best evidence of the contents. UMHS is 

without information or knowledge sufficient to form a belief as to the truth of the allegation 

related to any attachments to the email or statements contained within the attachment. 

Answering further, Defendant denies that UMHS or MedRehab Alliance was involved in the 

solicitation of Marquardt Manor and all other remaining allegations in this Paragraph.

149. On May 3, 2019, Callen emailed UMC’s CEO in connection with MedRehab 

Alliance’s efforts to solicit UMC’s business away from Symbria. Callen attached a “Rehab 

Operations Analysis” form for UMC to provide data regarding UMC’s operations to Callen, so that 

Callen could model UMC’s projected financial results if UMC terminated its contract with Symbria 

and instead contracted with one of the MedRehab Entities. The attached file was an Excel spreadsheet 

containing formulas for performance metrics created at Symbria Rehab by Symbria Rehab employees 

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for Symbria and Affiliates’ use in analyzing clients’ operations and performance metrics, which 

Callen or MedRehab Alliance modified slightly and rebranded for their own purposes. Callen also 

attached a slide presentation about MedRehab Interstate’s business model, which included the 

statement, “[t]ime is of the essence due to the impending rollout of PDPM.” The signature block of 

Callen’s cover email showed that Callen was President/CEO of MedRehab Alliance. Callen copied 

Lowe of UMHS and Sharma of Chicago Rehab on his email. On information and belief, Callen sent 

this email not only as an agent of MedRehab Alliance, MedRehab Interstate, UMHS, and Chicago 

Rehab, but also as an agent of the other MedRehab Entities.

ANSWER: Defendant denies that Callen was acting as an agent of UMHS, MedRehab Alliance 

or IASN as alleged in in Paragraph 149. Defendant admits Callen emailed UMC’s CEO, and 

further admits that the information communicated by the email is set forth in a written 

document and the document provides the best evidence of the contents. Defendant admits that 

the signature block of Callen’s cover email showed that Callen was President/CEO of 

MedRehab Alliance, and that Callen copied Lowe of UMHS and Sharma of Chicago Rehab on 

his email. Answering further, UMHS is without information or knowledge sufficient to form a 

belief as to the truth of the remaining allegations in Paragraph 149. 

150. On June 10, 2019, Ambrose resigned from Symbria Rehab. Ambrose went to work 

for Chicago Rehab, Joint & Neuro, Joint & Neuro Chicago, MedRehab Alliance, and MedRehab 

Interstate. Ambrose was solicited to leave Symbria Rehab by Callen, who was acting as an agent for 

the MedRehab Entities and UMHS when he did so.

ANSWER: Defendant denies that Callen was acting as an agent for UMHS or MedRehab 

Holdings. Answering further, Defendant is without information or knowledge sufficient to 

form a belief as to the truth of the remaining allegations in Paragraph 150.

151. On June 27, 2019, Miller received an email from a Symbria Rehab employee about 

home health projections under PDGM (a CMS reimbursement model for home healthcare services

similar to PDPM) and projected changes for two of Symbria Rehab’s clients. Miller then forwarded 

that email to his personal email address.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 151.

 

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152. In June 2019, Callen emailed the CEO of Duncaster Callen’s slide presentation 

concerning MedRehab Interstate. Callen also attached a “Rehabilitation Operations Analysis” form 

in Excel format, asking the CEO to complete it with Duncaster data so that Callen could run a 

“conversion analysis report” showing the ostensible financial impact of Duncaster terminating 

Symbria and engaging MedRehab Interstate. The attached Excel template contained formulas for 

analyzing facility data and bore a “MedRehab Alliance” logo, but it was modified from a Symbria 

Rehab form created by a Symbria Rehab Program Manager. The attached slide presentation stated 

that “[t]ime is of the essence due to the impending rollout of PDPM. Callen’s cover email came from 

his medrehaballiance.com email address. Callen’s email signature block stated that he was the 

President and CEO of MedRehab Alliance, MedRehab Therapy, and Joint & Neuro.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 152.

 

153. As a result of the solicitation of Marquardt Manor, Marquardt Manor began telling 

Symbria Rehab that it was considering an in-house model for providing therapy services with an 

outside consultant managing therapists, which is the model that the MedRehab Entities promote and 

use, and is not the model typically used by Symbria Rehab. Marquardt Manor also negotiated 

Symbria Rehab’s rate downward, on information and belief based upon bids and information 

supplied by Callen and the MedRehab Entities.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 153. 

154. On July 25, 2019, Symbria’s CEO emailed Miller and Symbria’s Executive Vice 

President of Operations to say that UMC’s CEO had just informed her that UMC was going to go 

“in-house” for therapy and wellness services. Symbria’s Executive Vice-President of Operations 

asked Miller if Miller had offered new PDPM pricing to UMC yet and, if so, at what price. Miller 

did not respond. Symbria then learned from discussions that a Symbria Rehab executive had with

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Miller that Miller was already aware of UMC’s decision before Symbria’s CEO received the email 

from UMC’s CEO. Miller stated that there were “more surprises to come.”

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 154.

155. The next day, on July 26, 2019, in the early afternoon, the administrator for another

Symbria Rehab client, Duncaster, located in Bloomfield, Connecticut, requested Symbria Rehab’s 

proposed new contract that very day. A Symbria Rehab executive forwarded the email to Miller and 

said, “I’ve got a bad feeling about this... I don’t understand the urgency to this. John [Callen] and 

Mike [a Duncaster administrator] have a very long good relationship.” Miller did not respond.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 155. 

156. Also on July 26, 2019, UMC’s CEO called Symbria’s CEO to inform her that UMC 

was terminating its contract with Symbria Rehab. Miller was already aware that UMC was going to 

terminate its contract with Symbria Rehab. UMC’s CEO then sent to Symbria’s CEO written notice 

that UMC was terminating its contract with Symbria Rehab effective September 30, 2019, so that it 

could bring therapy services in-house.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 156. 

157. On July 26, 2019, Miller emailed a notice of his resignation to Symbria’s CEO.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 157. 

158. On July 30, 2019, Symbria sent Miller a letter acknowledging his resignation

Symbria wrote: “as a key employee of Symbria, you are subject to federal, Illinois and Pennsylvania 

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trade secret laws. Accordingly, you have an ongoing obligation not to interfere with Symbria’s 

business Including its clients, vendors, employees and suppliers. You also have an ongoing fiduciary 

obligation in addition to the obligation of loyalty and fidelity under common law.” Miller 

acknowledged this in a telephone conversation concerning his separation in a telephone conference 

with a Symbria Human Resources officer. Miller also acknowledged that he executed a receipt of

the Symbria Rehab Employee Handbook on March 28, 2019, and that he had no company 

information on his home computer, iPad, cell phone or other electronic data storage technology.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 158. 

159. After he resigned from Symbria, Miller became an employee of Chicago Rehab and 

began working for MedRehab Alliance, Joint & Neuro, Joint & Neuro Chicago, and MedRehab 

Interstate as Executive Vice President in a similar role as he was engaged in at Symbria. In those 

roles, Miller reports to Callen. These MedRehab Entities were able to hire Miller because they had 

won the contract to provide rehabilitation services to UMC.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 159. 

160. On information and belief, MedRehab Interstate or another one of the MedRehab 

Entities successfully solicited away from Symbria Rehab UMC’s rehabilitation and wellness 

services.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 160. 

161. On September 11, 2019, Kathleen Rice, a Regional Director of Symbria Rehab gave 

notice of her resignation. That day was Rice’s last day as an employee of Symbria Rehab. Rice 

informed others at Symbria that she was going to work for Callen. After she resigned from Symbria, 

Rice went to work for MedRehab Alliance in a similar role as she was engaged in at Symbria. Rice 

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also performs similar services for MedRehab Interstate.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 161. 

162. On September 13, 2019, Symbria Rehab sent Rice a letter acknowledging her 

resignation. Symbria Rehab wrote: “as a key employee of Symbria, you are subject to federal, Illinois 

and Pennsylvania trade secret laws. Accordingly, you have an ongoing obligation not to interfere 

with Symbria’s business Including its clients, vendors, employees and suppliers. You also have an 

ongoing fiduciary obligation in addition to the obligation of loyalty and fidelity under common law.” 

Rice acknowledged this in a telephone conversation concerning her separation in a telephone 

conference with a Symbria Human Resources officer. Rice also acknowledged that she executed a

receipt of the Symbria Rehab Employee Handbook on March 27, 2019, and that she had no company 

information on her home computer, iPad, cell phone or other electronic data storage technology.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 162. 

163. On September 16, 2019, Tammy Buckley, a Therapy Technician employed by 

Alliance HVA in Pennsylvania, gave notice that she was resigning her employment. Buckley then 

became employed by Chicago Rehab, MedRehab Alliance, and MedRehab Interstate in a similar

position as she held at Alliance HVA.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 163. 

164. On September 23, 2019, Symbria’s electronic medical record provider notified 

Symbria that the request by UMC in New Jersey to transfer its residents’ medical records from 

Symbria Rehab to its new provider of therapy services, Joint & Neuro, was underway. The electronic

medical record provider notified the designated representatives of both Symbria Rehab and Joint & 

Neuro of the data transfer. Joint & Neuro’s designated representative was Irvine, whose place of 

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work is at Plymouth Place in LaGrange Park, Illinois. On information and belief, Irvine is employed 

by or is an agent of Joint & Neuro and was solicited to join that company by Callen and Joint & 

Neuro and/or one of the other MedRehab Entities.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 164.

165. September 25, 2019 was Dilmas’ last day of employment at Symbria

Rehab.Symbria Rehab sent Dilmas a resignation agreement. A true and correct copy of Symbria

Rehab’s September 25, 2019 resignation agreement with Dilmas is attached hereto as Exhibit 4. It 

acknowledged his resignation and also stated: “You acknowledge that you have no company 

information on your home computer, cell phone, or other electronic data storage technology.” Dilmas 

countersigned the agreement on the same day, above a statement reading, “I have read and agree to 

the statements noticed above.” Dilmas’ statement concerning company information was false.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 165. 

166. In the same agreement acknowledging Dilmas’ resignation, Symbria Rehab wrote: 

“as a key employee of Symbria, you are subject to federal [and] Illinois trade secret laws. 

Accordingly, you have an ongoing obligation not to interfere with Symbria’s business including its 

clients, vendors, employees and suppliers. You also have an ongoing fiduciary obligation in addition 

to the obligation of loyalty and fidelity under common law.” Dilmas’ countersignature acknowledged 

that he agreed with these statements.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 166. 

167. In consideration of Dilmas’ agreement that he possessed none of Symbria Rehab’s 

information in electronic format and his acknowledgement that he was bound not to interfere with 

Symbria Rehab’s business and an ongoing fiduciary duty of loyalty, among other consideration, 

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Symbria agreed to pay two weeks’ base salary to Dilmas as severance pay and to waive his noncompete and non-solicitation covenants.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 167. 

168. On information and belief, while Dilmas was still employed by Symbria, Callen 

informed Dilmas that he and the MedRehab Entities, including Chicago Rehab, were soliciting 

Symbria clients and prospective clients and soliciting Symbria employees and directed Dilmas not to 

inform Symbria, and Dilmas did not inform Symbria, undermining Symbria’s interests.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 168. 

169. On Dilmas’ last date of employment by Symbria Rehab, Dilmas informed Symbria 

that he was going to work for Callen.

Dilmas then became employed by Chicago Rehab or another of the MedRehab Entities in a similar 

position as he held at Symbria Rehab. Dilmas, who is now employed by Chicago Rehab and who 

performs work for Joint & Neuro, MedRehab Alliance, and MedRehab Interstate as VP of Hospital

and Outpatient Services, is able to access his personal email account, cdilmas@icloud.com, from his 

work computer.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 169. 

170. In the fall of 2019, Rice created a PowerPoint presentation branded with the 

“MedRehab Alliance” name and logo on the subject of “Respiratory Therapy: Impact on 

Reimbursement under PDPM.” Included in this slide presentation were pages and portions of pages 

copied out of Symbria’s copyrighted “Understanding the Patient Driven Payment Model” slide 

presentation that Ambrose had emailed to Irvine on January 9, 2019, which Irvine emailed to Dilmas 

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and to her personal email address, and that Dilmas emailed to his personal email address on July 23, 

2019. Rice listed herself on the cover page as a presenter, and the document bears the legend 

“Confidential: MedRehab Alliance, LLC.”

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 170. 

171. Also in the fall of 2019, shortly after Rice began working for MedRehab Interstate 

and MedRehab Alliance, Rice emailed another employee of MedRehab Alliance a “PDPM Tool” in 

Excel format. That Excel file contained a “PDPM Predictor Worksheet” with a flow chart of medical 

diagnoses and conditions to generate nursing case mix indicators, a Section GG functional score 

calculator, a flow chart demonstrating case mixes for physical therapy and occupational therapy, and 

a separate flow chart indicating speech and language pathology case mix groups and indices. The 

Excel document was created at Symbria Rehab in December 2018 in connection with its planning 

for the implementation of PDPM and last modified in January 2019, when Rice was a Symbria Rehab 

Regional Director. Rice and another Symbria Rehab director who was heavily involved in Symbria 

Rehab’s PDPM efforts collaborated at Symbria Rehab to create this trade secret document.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 171. 

172. MedRehab Interstate or one of the other MedRehab Entities successfully solicited 

away Symbria Rehab’s client Lions Gate. On November 1, 2019, Lions Gate’s CEO wrote to 

Symbria’s CEO to say that Lions Gate was terminating its contract with Symbria Rehab as of 

December 31, 2019. Lions Gate informed Symbria that Lions Gate wished to employ employees

contractors based on an in-house model. On information and belief, MedRehab Alliance or one of 

the other MedRehab Entities then entered into a contract with Lions Gate to provide manage Lions 

Gate’s in-house employed therapists.

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ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 172. 

173. On January 10, 2020, Rice sent an email to another MedRehab Alliance employee 

attaching the “MedRehab Alliance”-branded slides concerning “Respiratory Therapy: Impact on 

Reimbursement under PDPM.” Rice also attached Symbria’s copyrighted “Understanding the Patient 

Driven Payment Model” slide presentation. Rice wrote in her cover email, “the initial [MedRehab 

Alliance-branded] slides you can use, I ‘redid’ those ones to be MRA appropriate. I also included 

another [PowerPoint] I had.” That other attached PowerPoint was Symbria’s slide presentation.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 173. 

174. On May 4, 2020, Rice sent Miller, from her medrehaballiance.com email account, 

using a “MedRehab Alliance, LLC” signature block, an email with the subject “Resource ideas,” and 

attached a number of files to her email. One attachment was a draft orientation manual for 

“MedRehab Alliance” Program Managers at client facilities, which copied nearly verbatim many 

parts of Symbria Rehab’s “Symbria Program Manager Orientation” dated April 2019 and marked 

“Symbria, Inc. – Confidential.” Rice also attached a “Transition Plan,” which she commented was 

“an old version.” That document was created by Symbria Rehab. Rice told Miller he might “want 

Tammy [Buckley] to recreate what would be relevant to our current transition plan.”

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 174. 

175. In May 2020, Vic Arellano, an employee of Chicago Rehab and a former employee 

of Symbria Rehab, sent an email to Miller and Rice at their MedRehab Alliance email addresses, to 

Ambrose at Chicago Rehab, and to Dilmas at a Joint & Neuro email address on the subject of 

“Disease Management Models.” Arellano used a signature block showing that he was a Vice

President of Joint & Neuro. Attached was Symbria Rehab’s Pneumonia Disease Management

Model with a © copyright legend showing that Symbria Rehab asserted a copyright in the document. 

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The document also bears the following warning on its cover page:

All rights reserved. THE CONTENTS OF THIS PUBLICATION ARE CONFIDENTIAL 

AND PROPRIETARY. No part of this publication may be reproduced or transmitted in any 

form or by any means, electronic or mechanical, including photocopy, recording, scanning, 

or any information storage and retrieval system, without permission from [Symbria] Rehab, 

Inc.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 175. 

176. On June 4, 2020, Arellano emailed the CEO of Plymouth Place 

Arellano wrote 

to Plymouth Place’s CEO that 

Attached 

was the same 

That document was authored for Symbria by Symbria Rehab’s former 

Medical Director.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 176. 

177. Lowe and UMHS have solicited other organizations providing senior living facilities 

to form “a new Symbria,” that is, a new organization owned by not-for-profit organizations in the 

same business as Symbria’s former owners. The trade name “MedRehab Alliance” is deliberately 

suggestive of Symbria’s former name, Alliance Rehab. Lowe approached Symbria Rehab’s client

Norwood Crossing in Illinois to promote the concept of “a new Symbria.” In addition to Plymouth 

Place, 

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ANSWER: UMHS admits only that Plymouth Place and other clients of Symbria and Affiliates 

have become investor in IASN, MedRehab Alliance and MedRehab Interstate. Defendant is 

without information or knowledge sufficient to form a belief as to the truth of whether other 

clients and prospective clients have become investors in MedRehab Alliance and MedRehab 

Interstate. Defendant denies all the remaining allegations in Paragraph 177.

178. On information and belief, Lowe and/or Callen on behalf of UMHS and the 

MedRehab Entities have solicited other clients of Symbria Rehab and its subsidiaries. These include 

Lancaster Health Group in Chicago, Smith Crossing in Orland Park, Illinois, Bethesda Home in 

Chicago, Illinois, Marquardt Manor in Watertown, Wisconsin, Avon Health Center in Hartford,

Connecticut, West Hartford Health & Rehab in Hartford, Connecticut, Otterbein Senior Life in 

Lebanon, Ohio, Duncaster in Bloomfield, Connecticut, and Management Performance Associates, 

the company that manages DeKalb County Rehab & Nursing Center in DeKalb, Illinois.

ANSWER: Defendant denies the allegations in Paragraph 178.

179. In June 2020, Symbria Rehab solicited Lions Gate to provide respiratory therapy 

services to Lions Gate and provided a PDPM-based pricing analysis to Lions Gate for that purpose. 

Lions Gate, provided Symbria Rehab’s proposal to an 

employee of MedRehab Alliance.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 179.

180. On or about December 7, 2020, Bethesda Home, a Symbria Rehab client in Illinois, 

informed Symbria Rehab that Bethesda Home was terminating the parties’ Rehabilitation Services 

Agreement so that it could enter in a contract with one of the MedRehab Entities associated with 

Callen to provide management of therapy services. Before Bethesda Home terminated Symbria 

Rehab’s contract, Callen requested Symbria Rehab’s current PDPM pricing effective October 1, 2019 

from Bethesda Home, which Bethesda Home provided to him, and Callen then underbid Symbria’s 

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pricing. Bethesda subsequently entered into a Rehabilitation Services Agreement with Joint & Neuro 

Chicago effective April 1, 2021 with prices below those of Symbria Rehab.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 180.

181. On or about December 21, 2020, Norwood Crossing, a Symbria Rehab client in 

Illinois, informed Symbria Rehab that it was terminating the parties’ Rehabilitation Services 

Agreement so that Norwood Crossing could enter into a contract with one of the MedRehab Entities 

associated with Callen to provide management of therapy services. Norwood Crossing indicated to 

Symbria that the reason for the change was price, because “we have always been happy with 

quality/service/people, etc.” Before Norwood Crossing terminated Symbria Rehab’s contract, Callen 

requested Symbria Rehab’s current PDPM pricing effective October 1, 2019 from Bethesda Home,

which Bethesda Home provided to him, and Callen then underbid Symbria Rehab’s pricing. Norwood 

Crossing subsequently entered into a Rehabilitation Services Agreement with Joint & Neuro Chicago 

effective April 1, 2021 with prices below those of Symbria Rehab.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 181.

182. On information and belief, Lowe and/or Callen on behalf of UMHS and the 

MedRehab Entities have also solicited prospective clients of Symbria Rehab and its subsidiaries 

using Symbria’s prospect list. These include:

(a) Burgess Square in Westmont, Illinois, where an administrator informed a Symbria 

sales person that the administrator had a business relationship with Callen and that Burgess 

Square had decided to use an in-house consulting model of providing rehabilitation therapy

services;

(b) Tabor Hill in Naperville, Illinois, where an administrator informed a Symbria sales 

person that there was another organization that could manage rehabilitation therapy services 

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in-house for Tabor Hill in a manner similar to Symbria Rehab;

(c) Lions Gate in New Jersey, which Symbria Rehab was soliciting to provide 

respiratory therapy services at the same time as one of the MedRehab Entities, Joint &

Neuro, was also soliciting that business, and while MedRehab Alliance or another one of the 

MedRehab Entities manages rehabilitation therapy services there;

(d) Masonic Care in Wallingford, Connecticut, which is a member facility of an 

organization that is a joint venture partner of Symbria Rehab in Alliance Connecticut;

(e) LECOM Health in Erie, Pennsylvania, where Callen and Miller traveled to meet with 

a hospital that refers patients to that facility;

(f) iCare Health Network in Manchester, Connecticut, where Symbria’s former sales 

leader had made a contact while employed by Symbria before he went to work for one of the 

MedRehab Entities as a sales executive, and the MedRehab Entities then solicited iCare 

Health Network after his departure from Symbria;

(g) Landis Homes in Lititz, Pennsylvania, where an administrator reported to Symbria’s 

sales team that Landis Homes was considering an in-house consulting model of providing 

rehabilitation therapy services; and

(h) Lutheran Community at Telford in Telford, Pennsylvania, where an administrator 

reported to a member of Symbria’s sales team that Lutheran Community at Telford was 

considering an in-house consulting model of providing rehabilitation therapy services.

ANSWER: Defendant denies the allegations in Paragraph 182.

183. Callen, Miller, Rice, Irvine and/or Dilmas all made contacts with these post-acute 

care communities while employed by Symbria Rehab. of the above-listed solicitations 

was successful. On information and belief, there are no other companies in the markets where the 

above post-acute care communities are located that promote an in-house consulting model of 

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providing rehabilitation therapy services managed by an outside consulting firm other than the 

MedRehab Entities.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 183.

Defendants’ Collective Operation as a Single Enterprise and Alter-Ego of Each Other

184. Chicago Rehab employees contracted to MedRehab Alliance include Miller, 

Buckley, Ambrose, and Dilmas. Chicago Rehab also contracts the services of its employees to 

MedRehab Interstate, including those of Miller, Buckley, Dilmas, and Ambrose. Chicago Rehab acts 

as an agent for MedRehab Alliance and MedRehab Interstate

MedRehab Alliance and Callen make key personnel decisions such as hiring and firing 

for Chicago Rehab.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 184.

185. MedRehab Alliance contracts the services of its employees to MedRehab Interstate, 

including those of Rice and Watts. MedRehab Interstate has no employees of its own.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 185.

186. Chicago Rehab also contracts the services of its employees, including former 

Symbria Rehab employees Dilmas, Buckley, Miller, and Ambrose, to Joint & Neuro and Joint & 

Neuro Chicago. Joint & Neuro and Joint & Neuro Chicago have no employees of their own.

ANSWER: Defendant is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 186.

187. Irvine, an employee of Plymouth Place, which owns an interest in MedRehab 

Alliance, performs services for Joint & Neuro and, on information and belief, the other MedRehab 

Entities. Irvine has a Joint & Neuro email address and uses an email signature block describing her 

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role as “Transition Operations” for Joint & Neuro at the Higgins Road address in Rosemont.

ANSWER: Defendant admits only that Plymouth Place has an investment interest in 

MedRehab Alliance. UMHS is without information or knowledge sufficient to form a belief as 

to the truth of the remaining allegations in Paragraph 187.

188. MedRehab Holdings, MedRehab Therapy, MedRehab Wisconsin, and IASN have 

no employees.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegation regarding whether MedRehab Therapy has employees. Defendant 

admits the remaining allegations in Paragraph 188.

189. The MedRehab Entities have common and overlapping members, managers, and 

directors: namely Callen, Lowe, Sharma, Murtaza, and Patel. Despite this, the MedRehab Entities 

are a mere façade and are dominated by Callen to the exclusion of the other managers and directors. 

Callen makes hiring and firing decisions for all of the MedRehab Entities. Callen also makes 

decisions regarding benefits and retirement packages for the MedRehab Entities’ employees, 

including for Chicago Rehab. Callen makes virtually all of the decisions for the MedRehab Entities, 

with minimal or no input from Lowe, Sharma, Murtaza, and Patel.

ANSWER: Defendant denies that the MedRehab Entities have common and overlapping 

members, managers and directors: namely Callen, Lowe, Sharma, Murtaza and Patel, and 

further denies that the MedRehab Entities are a façade and dominated by Callen to the 

exclusion of the other manager and directors. UMHS is without information or knowledge 

sufficient to form a belief as to the truth of the allegations in Paragraph 189.

190. Nor do the MedRehab Entities maintain arms-length relationships among 

themselves. Callen, as the dominant stockholder and manager, controls the MedRehab Entities as a 

single enterprise. For example, Chicago Rehab “hired” Callen through MedRehab Therapy of Illinois 

to manage Chicago Rehab employees who are leased to MedRehab Alliance and MedRehab Alliance 

Interstate, of which Callen is the CEO. Callen is paid a “management fee” by one of the MedRehab 

Entities through another entity to manage yet another entity.

ANSWER: Defendant denies the allegations in Paragraph 190.

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191. The MedRehab Entities do not maintain corporate formalities. Minority members 

are not invited to member meetings, not asked to participate in member votes, do not receive minutes 

from such meetings, or annual reports.

ANSWER: Defendant denies the allegations in Paragraph 191.

192. Defendants have created this interlocking corporate structure in a deliberate attempt 

to evade UMHS’ contractual covenants in the SPA.

ANSWER: Defendant denies the allegations in Paragraph 192.

193. The following diagram depicts the relationships among all of the Defendants once 

UMHS and the MedRehab Entities successfully solicited away Symbria and Affiliates’ employees:

ANSWER: Defendant denies the allegations in Paragraph 193.

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COUNT I

Violation of the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq. –

Symbria, Symbria Rehab, Alliance Connecticut and Alliance HVA Against All Defendants

194. Plaintiffs Symbria and Affiliates incorporate paragraphs 1 through 193 as set forth 

above as if fully stated herein.

ANSWER: UMHS incorporates by reference its answers to Paragraphs1 through 193 as if set 

forth fully herein as its answer to Paragraph 194.

195. Symbria and Affiliates are owners of trade secrets that have been misappropriated 

that relate to products and services used in, and intended for use in interstate commerce.

ANSWER: Defendant denies the allegations in Paragraph 195.

196. Symbria and Affiliates’ (a) financial information concerning profits, revenues, costs, 

margins, efficiencies, productivity, units of patient care, pricing and other financial and patient care 

metrics used to manage their businesses, (b) PDPM materials, including PDPM Care Guides and

other materials that synthesize Symbria, CMS, and industry information for ease of use by Symbria 

and Affiliates’ staff and clients, and (c) PDPM Analysis Software, (d) client- specific information, 

including client contact and program information, historical patient census data and patient outcomes, 

and financial details concerning client facilities, (e) roadmap materials for the establishment of an 

outpatient clinic associated with an in-patient post-acute care facility and associated data, and (f) 

materials relating to Symbria’s unique seven-days-per- week respiratory therapy program for postacute care facilities (collectively, the “Symbria Information”) are trade secrets.

ANSWER: Defendant denies the allegations in Paragraph 196.

197. Symbria and Affiliates have taken reasonable measures to keep the Symbria 

Information secret. At Symbria’s headquarters, access is restricted only to those who have stored a 

fingerprint and whose fingerprint is registered on a reader allowing them access to the company’s 

offices, or to those who are allowed into the offices by a receptionist at the main door. Symbria and 

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Affiliates store digital information on a shared company drive to which employees have access only 

on need-to-know basis specific to an employee’s position. Symbria and Affiliates assign log-in and

password credentials to employees that are required to access the company’s computer network and 

that are available only during the term of their employment. Symbria and Affiliates’ employee 

computers are programmed so that their displays turn off when employees do not actively use their 

computers, and employees must enter their log-in credentials to return to network access. Employees 

are required to log off the Symbria computer network when their computer will be unattended. Hard 

copy files containing confidential information are stored in secured areas and/or locked cabinets or 

offices.

ANSWER: UMHS denies that Symbria and Affiliates have taken reasonable measures to keep 

the Symbria Information secret. Answering further, Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the remaining allegations in Paragraph 

197.

198. Symbria and Affiliates have written policies prohibiting the disclosure of 

confidential information to others, including the Symbria Information, which prohibit its use other

than for Symbria and Affiliates, and forbid its misappropriation, both in their Employee Handbook 

and Code of Conduct. Employees are required to acknowledge that they are aware of these policies 

when they are offered employment, when they are promoted, and when they leave the employment 

of Symbria and Affiliates. Executives such as Callen who have employment agreements have the 

same provisions in those agreements. Certain of the Symbria Information is designated on its face 

“Confidential – Symbria, Inc.,” “Confidential and Proprietary,” or “© Symbria.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 198.

199. The Symbria Information is not shared with the public, or disclosed to the 

competitors of Symbria and Affiliates.

ANSWER: Defendant denies the allegations in Paragraph 199.

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200. When Symbria and Affiliates share any confidential information with a client, they 

do so pursuant to written agreements with the clients prohibiting the clients from disclosing the 

confidential information to third parties and requiring the clients to return that information to Symbria 

if the agreement terminates.

ANSWER: Defendant denies the allegations in Paragraph 200.

201. The Symbria Information is commercially valuable and gives Symbria and Affiliates 

advantages over their competitors. Even persons experienced in the business of providing 

rehabilitation services in senior living communities who wish to compete with Symbria and Affiliates 

would benefit greatly from having unauthorized access to the Symbria Information. Persons in the 

business of providing rehabilitation services in senior living communities who do not have access to 

the Symbria Information are at a competitive disadvantage to Symbria and Affiliates. The Symbria 

Information has independent economic value, actual and potential, from being kept secret.

ANSWER: Defendant denies the allegations in Paragraph 201.

202. Symbria and Affiliates are the owners of the Symbria Information because they have 

rightful legal or equitable title to the Symbria Information.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 202.

203. The Symbria Information derives independent economic value, actual and potential, 

from not being generally known to, and not being readily ascertainable through proper means by 

other persons from the disclosure or use of the Symbria Information.

ANSWER: Defendant denies the allegations in Paragraph 203.

204. Dilmas, Irvine, and Callen used improper means to acquire knowledge of the 

Symbria Information when Dilmas and Irvine sent that information to their personal email addresses 

and forwarded that information to Callen in violation of Symbria Rehab’s policies and/or their 

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implied duties of good faith and fair dealing. Dilmas’, Irvine’s, and Callen’s conduct constituted theft 

and breach of a duty to Symbria and Affiliates to maintain secrecy.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 204.

205. The relationships between and among UMHS and the MedRehab Entities as set forth 

above have resulted in the Symbria Information being shared and distributed to and among all of the 

MedRehab Entities and UMHS. Any Symbria Information that was shared with UMHS as a Symbria 

Rehab client was shared pursuant to the terms of contracts restricting UMHS from divulging the 

information to others, including the MedRehab Entities, for their own use.

ANSWER: Defendant denies the allegations in Paragraph 205.

206. Callen, UMHS, and the MedRehab Entities have acquired the Symbria Information 

knowing or having reason to know that the Symbria Information was acquired by improper means. 

In particular, Callen, who is an agent of UMHS and all of the MedRehab Entities, has a contractual 

obligation not to use the confidential information of Symbria and Affiliates. Callen also knows that 

Symbria Rehab’s clients and former clients have contractual obligations not to disclose Symbria and 

Affiliates’ confidential information to third parties, since Callen signed contracts on behalf of 

Symbria Rehab containing this restriction. UMHS and the MedRehab Entities directly affiliated with 

it know or have reason to know that they have acquired the Symbria Information by improper means 

by virtue of Lowe’s former position as Vice Chairperson of Symbria’s Board of Directors. Callen

and Lowe both know or have reason to know that Dilmas’ and Irvine’s acquisition of the Symbria 

Information by Dilmas and Irvine and retention of it following their terminations from Symbria 

Rehab was improper.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations related to what Callen knows or has reason to know in Paragraph 206. 

Answering further, Defendant, UMHS denies the remaining allegations in Paragraph 206.

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207. Callen, UMHS, and the MedRehab entities have used or threaten to use the Symbria 

Information without the express or implied consent of Symbria and Affiliates. Callen, UMHS and 

the MedRehab Entities knew that the Symbria Information was derived from or through Dilmas and 

Irvine, persons who used improper means to acquire it. Callen, UMHS, and the MedRehab Entities 

also knew or had reason to know that the Symbria Information was acquired by them under 

circumstances giving rise to a duty to maintain its secrecy. Callen, UMHS, and the MedRehab 

Entities knew that the Symbria Information was derived from or through Dilmas and Irvine, who 

each owed a duty to Symbria and Affiliates to maintain its secrecy.

ANSWER: UMHS denies the allegations in Paragraph 204.

WHEREFORE, plaintiffs Symbria, Inc., Symbria Rehab, Inc., Alliance Rehab of 

Connecticut, LLC, and Alliance Rehab HVA, L.L.C. request that the Court enter judgment in their 

favor and against defendants John R. Callen, United Methodist Homes and Services, Christos V. 

Dilmas, MedRehab Alliance Holdings, Inc., Chicago Rehabilitation Collective PLLC, MedRehab 

Therapy Associates of Illinois, LLC, Joint & Neuro Rehab Associates, LLC, MedRehab Alliance, 

LLC, MedRehab Alliance Interstate, LLC, Pearl Health Care Services, Inc., d/b/a MedRehab at 

Home and as Chicago Med Home Health, Illinois Ancillary Services Network, LLC, MedRehab 

Alliance Wisconsin, LLC, and Joint & Neuro Rehab Associates of Chicago, LLC, and award 

plaintiffs the following remedies:

a. a preliminary and a permanent injunction preventing the Defendants, their 

officers, agents, servants, employees and attorneys and those in active concert or 

participation with them from misappropriating, disclosing, or using and from

threatening to misappropriate, disclose, or use Symbria and Affiliates’ trade secrets, 

and ordering Defendants to return the Symbria Information to Symbria and Affiliates 

forthwith;

b. damages for actual loss caused by misappropriation of Symbria and 

Affiliates’ trade secrets;

c. damages for unjust enrichment of caused by the misappropriation, disclosure, and 

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use of Symbria and Affiliates’ trade secrets not addressed in computing damages for actual 

loss;

d. alternatively, in lieu of damages measured by any other methods, damages caused 

by misappropriation, disclosure, and use measured by imposing a reasonable royalty for 

the Defendants’ unauthorized disclosure or use of Symbria and Affiliates’ trade secrets;

e. exemplary damages in an amount two times the amount of actual damages for 

Defendants’ willful and malicious misappropriation, disclosure, and use of Symbria and 

Affiliates’ trade secrets;

f. award Symbria and Affiliates their reasonable attorneys’ fees for Defendants’ 

willful and malicious misappropriation, disclosure, and use of Symbria and Affiliates’ trade 

secrets;

g. award Symbria and Affiliates their costs in bringing this action; and

h. such other relief as is just and appropriate in the circumstances.

ANSWER: UMHS prays that Plaintiffs take nothing by their Complaint, that UMHS be 

reimbursed for its reasonable costs and attorneys’ fees, and for all other just and proper 

relief.

COUNT II

Violation of the Illinois Trade Secrets Act, 765 ILCS 1065/1 et seq. –

Symbria, Symbria Rehab, Alliance Connecticut and Alliance HVA Against All Defendants

208. Plaintiffs Symbria and Affiliates incorporate paragraphs 1 through 193 as set forth 

above as if fully stated herein.

ANSWER: UMHS incorporates by reference its answers to Paragraphs1 through 193 as if set 

forth fully herein as its answer to Paragraph 208.

209. Symbria and Affiliates’ (a) financial information concerning profits, revenues, costs, 

margins, efficiencies, productivity, units of patient care, pricing and other financial and patient care 

metrics used to manage their businesses, (b) PDPM materials, including PDPM Care Guides and 

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other materials that synthesize Symbria, CMS, and industry information for ease of use by Symbria 

and Affiliates’ staff and clients, and (c) PDPM Analysis Software, (d) client- specific information, 

including client contact and program information, historical patient census data and patient outcomes, 

and financial details concerning client facilities, (e) roadmap materials for the establishment of an 

outpatient clinic associated with an in-patient post-acute care facility and associated data, and (f) 

materials relating to Symbria’s unique seven-days-per- week respiratory therapy program for postacute care facilities (collectively, the “Symbria Information”) are trade secrets.

ANSWER: UMHS denies the allegations in Paragraph 209.

210. Symbria and Affiliates have taken reasonable measures to keep the Symbria 

Information secret. At Symbria’s headquarters, access is restricted only to those who have stored a 

fingerprint and whose fingerprint is registered on a reader allowing them access to the company’s 

offices, or to those who are allowed into the offices by a receptionist at the main door. Symbria and 

Affiliates store digital information on a shared company drive to which employees have access only 

on need-to-know basis specific to an employee’s position. Symbria and Affiliates assign log-in and

password credentials to employees that are required to access the company’s computer network and

that are available only during the term of their employment. Symbria and Affiliates’ employee 

computers are programmed so that their displays turn off when employees do not actively use their computers, 

and employees must enter their log-in credentials to return to network access. Employees are required to log 

off the Symbria computer network when their computer will be unattended. Hard copy files containing 

confidential information are stored in secured areas and/or locked cabinets or offices.

ANSWER: UMHS denies that Symbria and Affiliates have taken reasonable measures to keep 

the Symbria Information secret. Answering further, Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the remaining allegations in Paragraph 

210.

211. Symbria and Affiliates have written policies prohibiting the disclosure of 

confidential information to others, including the Symbria Information, which prohibit its use other 

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than for Symbria and Affiliates, and forbid its misappropriation, both in their Employee Handbook 

and Code of Conduct. Employees are required to acknowledge that they are aware of these policies 

when they are offered employment, when they are promoted, and when they leave the employment 

of Symbria and Affiliates. Executives such as Callen who have employment agreements have the 

same provisions in those agreements. Certain of the Symbria Information is designated on its face 

“Confidential – Symbria, Inc.,” “Confidential and Proprietary,” or “© Symbria.”

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 211.

212. The Symbria Information is not shared with the public, or disclosed to the 

competitors of Symbria and Affiliates.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 212.

213. When Symbria and Affiliates share any confidential information with a client, they 

do so pursuant to written agreements with the clients prohibiting the clients from disclosing the 

confidential information to third parties and requiring the clients to return that information to Symbria 

if the agreement terminates.

ANSWER: Defendant denies the allegations in Paragraph 213.

214. The Symbria Information is commercially valuable and gives Symbria and Affiliates 

advantages over their competitors. Even persons experienced in the business of providing

rehabilitation services in senior living communities who wish to compete with Symbria and 

Affiliates would benefit greatly from having unauthorized access to the Symbria Information. 

Persons in the business of providing rehabilitation services in senior living communities who do not 

have access to the Symbria Information are at a competitive disadvantage to Symbria and Affiliates. 

The Symbria Information has independent economic value, actual and potential, from being kept 

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secret.

ANSWER: Defendant denies the allegations in Paragraph 214.

215. Symbria and Affiliates are the owners of the Symbria Information because they have 

rightful legal or equitable title to the Symbria Information.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 215.

216. The Symbria Information derives independent economic value, actual and potential, 

from not being generally known to, and not being readily ascertainable through proper means by 

other persons from the disclosure or use of the Symbria Information.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 216.

217. Dilmas, Irvine, and Callen used improper means to acquire knowledge of the 

Symbria Information when Dilmas and Irvine sent that information to their personal email addresses 

and forwarded that information to Callen in violation of Symbria Rehab’s policies and/or their 

implied duties of good faith and fair dealing. Dilmas’, Irvine’s, and Callen’s conduct constituted theft 

and breach of a duty to Symbria and Affiliates to maintain secrecy.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations in Paragraph 217.

218. The relationships between and among UMHS and the MedRehab Entities as set forth 

above have resulted in the Symbria Information being shared and distributed to and among all of the 

MedRehab Entities and UMHS. Any Symbria Information that was shared with UMHS as a Symbria 

Rehab client was shared pursuant to the terms of contracts restricting UMHS from divulging the 

information to others, including the MedRehab Entities, for their own use.

ANSWER: Defendant denies the allegations in Paragraph 218.

219. Callen, UMHS, and the MedRehab Entities have acquired the Symbria Information 

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knowing or having reason to know that the Symbria Information was acquired by improper means.

In particular, Callen, who is an agent of UMHS and all of the MedRehab Entities, has a 

contractual obligation not to use the confidential information of Symbria and Affiliates. Callen also 

knows that Symbria Rehab’s clients and former clients have contractual obligations not to disclose 

Symbria and Affiliates’ confidential information to third parties, since Callen signed contracts on 

behalf of Symbria Rehab containing this restriction. UMHS and the MedRehab Entities directly 

affiliated with it know or have reason to know that they have acquired the Symbria Information by 

improper means by virtue of Lowe’s former position as Chairman of Symbria’s Board of Directors. 

Callen and Lowe both know or have reason to know that Dilmas’ and Irvine’s acquisition of the 

Symbria Information by Dilmas and Irvine and retention of it following their terminations from 

Symbria Rehab was improper.

ANSWER: UMHS is without information or knowledge sufficient to form a belief as to the 

truth of the allegations related to what Callen knows or has reason to know in Paragraph 219. 

Answering further, Defendant, UMHS denies the remaining allegations in Paragraph 219.

220. Callen, UMHS, and the MedRehab entities have used or threaten to use the Symbria 

Information without the express or implied consent of Symbria and Affiliates. Callen, UMHS and 

the MedRehab Entities knew that the Symbria Information was derived from or through Dilmas and 

Irvine, persons who used improper means to acquire it. Callen, UMHS, and the MedRehab Entities 

also knew or had reason to know that the Symbria Information was acquired by them under 

circumstances giving rise to a duty to maintain its secrecy. Callen, UMHS, and the MedRehab 

Entities knew that the Symbria Information was derived from or through Dilmas and Irvine, who 

each owed a duty to Symbria and Affiliates to maintain its secrecy.

ANSWER: UMHS denies the allegations in Paragraph 220.

WHEREFORE, plaintiffs Symbria, Inc., Symbria Rehab, Inc., Alliance Rehab of 

Connecticut, LLC, and Alliance Rehab HVA, L.L.C. request that the Court enter judgment in their 

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favor and request that the Court enter judgment in their favor and against John R. Callen, United 

Methodist Homes and Services, Christos V. Dilmas, MedRehab Alliance Holdings, Inc., Chicago

Rehabilitation Collective PLLC, MedRehab Therapy Associates of Illinois, LLC, Joint & Neuro 

Rehab Associates, LLC, MedRehab Alliance, LLC, MedRehab Alliance Interstate, LLC, Pearl 

Health Care Services, Inc., d/b/a MedRehab at Home and as Chicago Med Home Health, Illinois 

Ancillary Services Network, LLC, MedRehab Alliance Wisconsin, LLC, and Joint & Neuro Rehab 

Associates of Chicago, LLC, and award plaintiffs award them the following remedies:

i. a preliminary and a permanent injunction preventing the Defendants, their officers, 

agents, servants, employees and attorneys and those in active concert or participation with 

them from misappropriating, disclosing, or using and from threatening to misappropriate, 

disclose, or use Symbria and Affiliates’ trade secrets and ordering Defendants to return the 

Symbria Information to Symbria and Affiliates forthwith;

j. damages for actual loss caused by misappropriation of Symbria and Affiliates’ trade 

secrets;

k. damages for unjust enrichment of caused by the misappropriation, disclosure, and 

use of Symbria and Affiliates’ trade secrets not addressed in computing damages for actual 

loss;

l. alternatively, in lieu of damages measured by any other methods, damages caused 

by misappropriation, disclosure, and use, measured by imposing a reasonable royalty for 

the Defendants’ unauthorized disclosure or use of Symbria and Affiliates’ trade secrets;

m. exemplary damages in an amount two times the amount of actual damages for 

Defendants’ willful and malicious misappropriation, disclosure, and use of Symbria and 

Affiliates’ trade secrets;

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n. award Symbria and Affiliates their reasonable attorneys’ fees for 

Defendants’ willful and malicious misappropriation, disclosure, and use of 

Symbria and Affiliates’ trade secrets;

o. award Symbria and Affiliates their costs in bringing this action; and

p. such other relief as is just and appropriate in the circumstances.

ANSWER: UMHS prays that Plaintiffs take nothing by their Complaint, that UMHS be 

reimbursed for its reasonable costs and attorneys’ fees, and for all other just and proper 

relief.

COUNT III

Breach of the Stock Purchase Agreement –

Symbria, GreatBanc, and the Symbria ESOP Trust Against UMHS

221. Plaintiffs Symbria, GreatBanc, and the Symbria ESOP Trust incorporate 

paragraphs 1 through 193 as set forth above as if fully stated herein.

ANSWER: UMHS incorporates by reference its answers to Paragraphs1 through 193 as if 

set forth fully herein as its answer to Paragraph 221.

222. Symbria, GreatBanc, and UMHS are among the parties to the SPA. UMHS is one 

of the “Sellers” as defined in the SPA. (SPA at 1 (Preamble).) GreatBanc holds as trustee the assets 

of the Symbria ESOP Trust.

ANSWER: UMHS admits that Argent Trust Company, was identified in the Stock Purchase 

Agreement as the ESOP Trustee, not in its individual or corporate capacity, but solely in its 

capacity as Trustee of the Symbria, Inc. Employee Stock Ownership Trust. Further, UMHS 

admits only that Exhibit 1, identified by Plaintiffs as the Stock Purchase Agreement (“SPA”), 

is a written document and the document is the best evidence of its terms and contents. UMHS 

admits that it is identified as a Seller in the Stock Purchase Agreement. UMHS further 

admits that Plaintiffs purport that Great Banc holds as trustee the assets of the Symbria 

ESOP Trust. Answering further, UMHS is without information or knowledge sufficient to 

form a belief as to the truth of the remaining allegations in Paragraph 222.

223. Symbria, GreatBanc, and the Symbria ESOP Trust have substantially complied 

with all of the material terms of the SPA.

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ANSWER: Defendant denies the allegations in Paragraph 223.

224. UMHS agreed to restrictive covenants concerning competition, solicitation of 

clients or potential clients, and solicitation of employees, contractors or consultants (the 

“Restrictive Covenants”). (SPA §§ 5.4(a), (b), (c).) UMHS also agreed to a covenant restricting its 

use of confidential information. (SPA § 5.3.)

ANSWER: Defendant admits that it entered into the Stock Purchase Agreement and all 

obligations imposed upon it by law, but denies having breached any of its terms or restrictive 

covenants.

225. The Restrictive Covenants are in full force and effect during the Noncompetition 

Period. At all times material herein and continuing to date, and into the foreseeable future, the 

Noncompetition Period is and will be in effect because each of the Sellers’ subordinated notes 

have not been paid in full. (SPA § 5.4(a).) The confidentiality covenant has no expiration and 

remains in full force and effect.

ANSWER: Defendant admits that it entered into the Stock Purchase Agreement and all 

obligations imposed upon it by law, but denies having breached any of its terms or restrictive 

covenants. Answering further Defendant denies that it breached the confidentiality covenant 

in the Stock Purchase Agreement or that the Stock Purchase Agreement includes PDPM 

Analytics License Agreement. UMHS denies the remaining allegations in Paragraph 225.

226. UMHS’ Restrictive Covenants prohibit competition and solicitation with respect 

to the “Company Group.” (SPA §§ 5.4(a), (b), (c).) The “Company Group” means Symbria and 

its subsidiaries. (SPA Art. I, at 3.) Symbria Rehab, Alliance Connecticut and Alliance HVA are 

each subsidiaries of Symbria.

ANSWER: Defendant admits that the Restrictive Covenants identified as SPA §§ 5.4(a), (b), 

(c) are a written document, and are the best evidence of its terms and contents. Defendant 

denies breaching §§ 5.4(a), (b), (c) of the Stock Purchase Agreement and further denies that 

Plaintiffs have properly quoted portions of the SPA agreement, and therefore denies the 

remaining allegations in Paragraph 226.

 

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227. UMHS has engaged in, directly or indirectly, and has direct or indirect ownership 

interests in businesses in the state of Illinois that are engaged, directly or indirectly, in the business 

of developing, marketing, providing, representing, or selling products or services which are 

competitive with products or services developed, marketed, provided, sold or under development 

by Symbria and Affiliates, in violation of Section 5.4(a) of the SPA.

ANSWER: Defendant denies the allegations in Paragraph 227.

228. UMHS has solicited or enticed, or attempted to solicit or entice, directly or 

indirectly, and through direct or indirect ownership interests in other businesses, clients or 

customers and potential clients or customers of Symbria and Affiliates for purposes of diverting 

their business or services from Symbria and Affiliates, in violation of Section 5.4(b) of the SPA.

ANSWER: Defendant denies the allegations in Paragraph 228.

229. UMHS has solicited, directly or indirectly, and through direct or indirect 

ownership interests in other businesses, the employment or engagement of services of persons who 

were employed as an employee, contractor on consultant by Symbria and Affiliates on either a 

full-time or part-time basis, in violation of Section 5.4(c) of the SPA.

ANSWER: Defendant denies the allegations in Paragraph 229.

230. UMHS has divulged, communicated, used to the detriment of Symbria and 

Affiliates and the Symbria ESOP Trust, for the benefit of companies it has an interest in, or 

misused confidential information or trade secrets owned by or relating to Symbria and Affiliates, 

in violation of Section 5.3 of the SPA.

ANSWER: Defendant denies the allegations in Paragraph 230.

231. UMHS’ breaches of the SPA have caused Symbria and Affiliates to be damaged.

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ANSWER: Defendant denies the allegations in Paragraph 231.

232. UMHS has express indemnification obligations to Symbria under the SPA. With 

regard to UMHS’ breaches of the SPA, the SPA provides as follows:

From and after the Closing, each Seller shall severally indemnify, defend, and hold 

harmless the ESOP Trust and the Company against and from all Damages sustained or 

incurred by the ESOP Trust or the Company Group resulting from or arising out of or by 

virtue of . . . (ii) such Seller’s breach of any of such Seller’s covenants or agreements 

contained in this Agreement or any Transaction Document for the benefit of the ESOP 

Trust or the Company, even if such Damages are caused in whole or in part by the 

negligence (whether sole, joint, or concurrent), strict liability, or other legal fault of any 

Indemnified Person (other than the ESOP Trustee), but excepting in each case Damages 

caused by the gross negligence, willful misconduct or fraud of the Indemnified Person.

(SPA § 7.1(a).)

ANSWER: Defendant admits that the provision identified as SPA § 7.1 (a) is a written 

document, and are the best evidence of its terms and contents. Defendant admits that 

Plaintiffs have properly quoted a portion of § 7.1(a), but deny breaching § 7.1 (a) of the Stock 

Purchase Agreement or any provision of the Stock Purchase Agreement. Answering further, 

UMHS admits that it has certain obligations pursuant to the terms of Stock Purchase 

Agreement, but denies that it breached the Stock Purchase Agreement or that it owes 

indemnification or damages to Plaintiffs for any alleged breach. 

233. The SPA has a notice provision concerning claims of indemnification against a 

Seller such as UMHS, which provides in pertinent part as follows:

To make a claim for indemnification under Section 7.1(a) or 7.2, an Indemnified 

Person shall notify the Indemnifying Person of its claim under this Section 7.6 in writing, 

including the specific details of and specific basis under this Agreement for its claim (the 

“Claim Notice”).... In the event that the claim for indemnification is based upon an 

inaccuracy or breach of a representation, warranty, covenant, or agreement, the Claim 

Notice shall specify the representation, warranty, covenant, or agreement which was 

inaccurate or breached and a description of the pertinent facts and circumstances associated

with the breach.

(SPA § 7.1(a).)

ANSWER: Defendant admits that the provision identified as SPA § 7.1 (a) is a written 

document, and are the best evidence of its terms and contents. Defendant admits that 

Plaintiffs have properly quoted a portion of § 7.1(a), but deny breaching § 7.1 (a) of the Stock 

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Purchase Agreement or any provision of the Stock Purchase Agreement. Answering further, 

UMHS admits that it has certain obligations pursuant to the terms of Stock Purchase 

Agreement, but denies that it breached the Stock Purchase Agreement or that it owes 

indemnification or damages to Plaintiffs for any alleged breach. 

234. The SPA also provides a set off procedure as one form of relief available to 

Symbria for breach of the SPA. The SPA provides as follows:

Each Seller agrees that the Company and the ESOP Trust by the ESOP Trustee shall have 

the right, pursuant to the terms hereof, to set off against the Company’s payment of 

amounts due under this Agreement and under the Subordinated Notes any amounts due to 

the Company or the ESOP Trust by Sellers under Section 7.1. With respect to any proposed 

set off, the applicable Indemnified Person shall deliver to the applicable Seller a written 

notice describing the amount of the proposed set off and the reasons therefor (which notice 

may be included with a Claim Notice) (a “Set Off Notice”). If a Seller who received such 

Set Off Notice (the “Notice Recipient”) fails to respond, or accepts in writing such Set Off 

Notice, within thirty (30) days of receipt of the Set Off Notice, the set off amount included 

in the Set Off Notice shall be binding and conclusive upon the Notice Recipient. In order 

to dispute a Set Off Notice, the Notice Recipient must deliver written notice to the sender 

of the Set Off Notice, within thirty (30) days of receipt of such notice, of its disagreement 

with either its indemnification obligations or the amount of claimed Damages.

(SPA § 7.7(a).)

ANSWER: Defendant admits that the provision identified as SPA § 7.7 (a) is a written 

document, and are the best evidence of its terms and contents. Defendant admits that 

Plaintiffs have properly quoted a portion of § 7.7 (a), but deny breaching § 7.7 (a) of the 

Stock Purchase Agreement or any provision of the Stock Purchase Agreement. Answering 

further, UMHS admits that it has certain obligations pursuant to the terms of Stock 

Purchase Agreement, but denies that it breached the Stock Purchase Agreement or that it 

owes a right of set off or any damages to Plaintiffs for any alleged breach. 

235. The Warrant granted by Symbria to UMHS pursuant to the SPA (the “Warrant”) 

provides for a set off in the event that UMHS is in default of its obligations to Symbria. The 

Warrant provides in pertinent part as follows:

Right of Set Off. [Symbria] shall have a right of setoff or recoupment of past due debts,

liabilities or other amounts which are undisputed or determined to be owing by a court of 

competent jurisdiction by [UMHS] or its Affiliates to [Symbria] (whether such amounts 

arise pursuant to the Stock Purchase Agreement, under various service agreements between 

[Symbria] and [UMHS] or its Affiliates, or otherwise) against amounts owing from 

[Symbria] to [UMHS] under this Warrant which are undisputed or determined to be owing 

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by a court of competent jurisdiction.

(Warrant § 20.)

ANSWER: Defendant admits that the provision identified as Warrant § 20 is a written 

document, and are the best evidence of its terms and contents. Defendant admits that 

Plaintiffs have properly quoted a portion of § 20, but deny breaching Warrant § 20 or any 

provisions of the Stock Purchase Agreement. Answering further, UMHS admits that it has 

certain obligations pursuant to the terms of Stock Purchase Agreement, but denies that it 

breached the Stock Purchase Agreement or that it owes a right of set off or any damages to 

Plaintiffs for any alleged breach. 

236. Symbria sent UMHS a Claim Notice and Setoff Notice on December 6, 2019. A 

true and correct copy of the Claim Notice and Setoff Notice is attached hereto as Exhibit 6. UMHS 

subsequently notified Symbria that it disagrees with Symbria concerning its indemnification 

obligations.

ANSWER: Defendant admits that it received the document Plaintiff identifies as Exhibit 12, 

Claim Notice and Setoff. Answering further Exhibit 12 is a written document and the best 

evidence of its terms and contents. UMHS denies that it has breached the Stock Purchase 

Agreement or that Plaintiffs are therefore entitled to indemnification for the alleged 

breaches. Answering further, Defendant is without information or knowledge sufficient to 

form a belief as to the truth of the remaining allegations. 

WHEREFORE, plaintiffs Symbria, Inc., GreatBanc Trust Company, in its capacity as 

Trustee of the Symbria, Inc. Employee Stock Ownership Trust, and the Symbria, Inc. Employee 

Stock Ownership Trust request that the Court enter judgment in its favor and against defendant

UMHS and award them the following remedies:

a. a preliminary and a permanent injunction preventing UMHS, its officers, agents, 

servants, employees and attorneys and those in active concert or participation with 

it from: (i) competing, directly or indirectly, in any capacity, or from having any

direct or indirect ownership interest in any business anywhere in the state of 

Illinois that is engaged, either directly or indirectly, in the business of developing,

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marketing, providing, representing, or selling any products or services which are 

competitive with products or services developed, marketed, provided, sold or 

under development by Symbria and Affiliates and other Symbria subsidiaries

until the termination of the Restricted Period;

(ii) from soliciting or enticing or attempting to solicit or entice any clients of Symbria

and Affiliates and other Symbria subsidiaries for purposes of diverting their business or 

services from Symbria and Affiliates and other Symbria subsidiaries until the 

termination of the Restricted Period; (iii) from soliciting or enticing or attempting to 

solicit the employment or engagement of services of any person employed as an 

employee, contractor or consultant by Symbria and Affiliates and other Symbria 

subsidiaries until the termination of the Restricted Period; and (iv) from using Symbria 

and Affiliates’ confidential information or trade secrets;

b. a preliminary and a permanent injunction preventing UMHS, its officers, agents, 

servants, employees and attorneys and those in active concert or participation with

it from divulging, communicating, using to the detriment of Symbria and 

Affiliates for UMHS’ benefit or the benefit of any other person, or misusing in 

any way Symbria and Affiliates’ confidential information and trade secrets or 

relating in any way to Symbria and Affiliates;

c. award Symbria a set off effective as of December 6, 2019 of all amounts due by 

Symbria to UMHS under UMHS’ Subordinated Note in the amount of

d. an equitable accounting of all earnings, profits and other benefits arising

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from UMHS’ violation of Section 5.4 of the SPA;

e. actual damages for UHMS’ breaches of the SPA;

f. award Symbria its costs in bringing this action; and

g. such other relief as is just and appropriate in the circumstances.

ANSWER: UMHS prays that Plaintiffs take nothing by their Complaint, that UMHS be 

reimbursed for its reasonable costs and attorneys’ fees, and for all other just and proper 

relief.

COUNT IV

–

Symbria, Symbria Rehab, Alliance Connecticut, and Alliance HVA Against Callen

The allegations contained in Count IV are not directed against Defendant, UMHS and as 

such no response is made thereto. To the extent that the allegations in Count IV are construed to 

allege any additional cause of action against UMHS, or any other basis for legal responsibility 

against this Defendant, said allegations are denied.

COUNT V

Breach of Fiduciary Duty –

Symbria Rehab Against Dilmas

The allegations contained in Count V are not directed against Defendant, UMHS and as 

such no response is made thereto. Further, pursuant to the Court’s Order of January 6, 2022, Count 

V against Dilmas was dismissed with prejudice. [Dkt. # 402]. To the extent that the allegations 

in Count V are construed to allege any additional cause of action against UMHS, or any other basis 

for legal responsibility against this Defendant, said allegations are denied.

COUNT VI

Tortious Interference with the SPA

Symbria Against Callen and the MedRehab Entities

The allegations contained in Count VI are not directed against Defendant, UMHS and as 

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such no response is made thereto. To the extent that the allegations in Count VI are construed to 

allege any additional cause of action against UMHS, or any other basis for legal responsibility 

against this Defendant, said allegations are denied.

COUNT VII

Tortious Interference with Prospective Business Expectancy 

Symbria Rehab, Alliance Connecticut and Alliance HVA

Against Callen and the MedRehab Entities

The allegations contained in Count VII are not directed against Defendant, UMHS and as 

such no response is made thereto. To the extent that the allegations in Count VII are construed to 

allege any additional cause of action against UMHS, or any other basis for legal responsibility 

against this Defendant, said allegations are denied.

COUNT VIII

Breach of Fiduciary Duty 

Symbria Rehab Against Callen

The allegations contained in Count VIII are not directed against Defendant, UMHS and as 

such no response is made thereto. To the extent that the allegations in Count VIII are construed to 

allege any additional cause of action against UMHS, or any other basis for legal responsibility 

against this Defendant, said allegations are denied.

COUNT IX

Tortious Interference with the Symbria Rehab-Dilmas At-Will Employment Contract 

and with the Symbria Rehab – Dilmas Resignation Contract

Against Callen, the MedRehab Entities, and UMHS

The allegations contained in Count IX are subject to Defendant, UMHS Motion to Dismiss, 

and as such no response is made thereto. To the extent any answer to the allegations in Count IX 

is required at this time, UMHS denies the allegations in Count IX, or any other basis for legal 

responsibility against this Defendant.

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COUNT X

Copyright Infringement 

Symbria Against All Defendants

292. Plaintiff Symbria incorporates paragraphs 1 through 193 as set forth above as if 

fully stated herein.

ANSWER: UMHS incorporates by reference its answers to Paragraphs1 through 193 as if 

set forth fully herein as its answer to Paragraph 292.

293. Symbria is the exclusive owner of copyrights as set forth in 17 U.S.C. § 106 that 

are registered with the United States Copyright Office for the following literary works: (a) Symbria 

Rehab’s “Understanding the Patient Driven Payment Model” presentation slides, (b) Symbria 

Rehab’s “PDPM Preparedness Tips” Numbers 1 through 12 and 14 (c) Symbria Rehab’s Disease 

Management Models, and accompanying educational slide presentations accompanying each of 

its Disease Management Models (the “Registered Copyrighted Works”). A true and correct copy 

of the unofficial previews of the Certificates of Registration issued by the U.S. Copyright Office

for the Registered Copyrighted Works is attached hereto as Group Exhibit 5.1

ANSWER: Defendant denies the allegations of paragraph 293 of the Complaint.

294. The Registered Copyrighted Works are literary works and/or pictorial or graphical 

works within the meaning of 17 U.S.C. §§ 102(a)(1) and (5).

ANSWER: Defendant denies the allegations of paragraph 294 of the Complaint.

295. The Registered Copyrighted Works are original, creative works of authorship 

fixed in a tangible medium from which they can be perceived, and are subject to full protection 

under the Copyright Act.

ANSWER: Defendant denies the allegations of paragraph 295 of the Complaint.

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296. Symbria is the exclusive owner of all rights, title, and interest in and to the 

copyrights in the Registered Copyrighted Works, and owns copyright registrations for the 

Registered Copyrighted Works.

ANSWER: Defendant denies the allegations of paragraph 296 of the Complaint.

297. Defendants Irvine, Dilmas, Joint & Neuro, MedRehab Alliance, MedRehab 

Interstate, and Chicago Rehab have reproduced and distributed one or more of the Registered 

Copyrighted Works in connection with the marketing and sale of these companies’ services. On 

information and belief, defendants Callen, UMHS, MedRehab Holdings, MedRehab Wisconsin, 

IASN, Pearl, MedRehab Therapy, and Joint & Neuro Chicago have also reproduced and 

distributed one or more of the Registered Copyrighted Works in connection with the sale of these 

companies’ services or those of entities that they control. On information and belief, Defendants 

have also made documents that are identical and/or substantially similar to the Registered 

Copyrighted Works.

ANSWER: UMHS denies that it has reproduced and distributed one or more of the 

Registered Copyrighted Works in connection with the sale of these companies’ services or 

those of entities that they control. UMHS denies that it has made documents that are identical 

and/or substantially similar to the Registered Copyrighted Works. Answering further, 

Defendant is without information or knowledge sufficient to form a belief as to the truth of 

the allegations asserted against the other Defendants in Paragraph 297.

298. Defendants have reproduced the Registered Copyrighted Works and/or created 

derivative works thereof and have displayed, distributed, offered for sale, and/or sold those 

reproductions and/or derivative works in the United States.

ANSWER: UMHS denies that it has reproduced the Registered Copyrighted Works and/or 

created derivative works thereof and have displayed, distributed, offered for sale, and/or 

sold those reproductions and/or derivative works in the United States. Defendant is without 

information or knowledge sufficient to form a belief as to the truth of the allegations asserted 

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against the other Defendants in Paragraph 298.

299. Symbria did not authorize the Defendants to reproduce, prepare derivative works 

based upon, distribute copies of, publicly perform, publicly display, advertise, promote, market, 

sell or otherwise use the Registered Copyrighted Works. Symbria has suffered, and will continue 

to suffer, substantial losses, including but not limited to lost profits and damage to its business 

reputation and goodwill.

ANSWER: Defendant denies the allegations in Paragraph 299.

300. Defendants committed all of the acts alleged herein without Symbria’s

permission, license, or consent.

ANSWER: UMHS denies that it committed any of the acts alleged in Count X and further 

denies all allegations in Paragraph 300. Defendant is without information or knowledge 

sufficient to form a belief as to the truth of the allegations asserted against the other 

Defendants in Paragraph 300.

301. Defendants knew of, or should have known that, Symbria owned the Registered 

Copyrighted Works and that Defendants did not have permission to reproduce, prepare derivative 

works based upon, distribute copies of, publicly perform, publicly display, advertise, promote, 

market, sell or otherwise use the Registered Copyrighted Works, or portions thereof, and did not 

have permission to use copyrightable content from the Registered Copyrighted Works.

ANSWER: UMHS denies that it committed any of the acts alleged in Count X, and further 

denies all allegations asserted in Paragraph 301. Defendant is without information or 

knowledge sufficient to form a belief as to the truth of the allegations asserted against the 

other Defendants in Paragraph 301.

302. Upon information and belief, Defendants have benefited from the infringement of 

the Registered Copyrighted Works through the profits generated from providing those works and 

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services using those works to customers.

ANSWER: Defendant denies the allegations in Paragraph 302.

 303. Defendants’ wrongful actions continue to deprive Symbria of its rights and 

benefits in the Registered Copyrighted Works, which include the exclusive right to use, 

reproduced, distribute, sell, and create derivative works of the Registered Copyrighted Works.

ANSWER: Defendant denies the allegations in Paragraph 303.

304. As a result of their wrongful conduct, Defendants are liable to Symbria for 

copyright infringement pursuant to 17 U.S.C. § 501.

ANSWER: Defendant denies the allegations in Paragraph 304.

305. Upon information and belief, unless enjoined by the Court, Defendants will 

continue to wrongfully use and infringe on the Registered Copyrighted Works by continuing to 

use, distribute, and profit from the infringement of those works.

ANSWER: Defendant denies the allegations in Paragraph 305.

306. As a direct and proximate result of Defendants’ infringement of the Registered 

Copyrighted Works, Symbria has suffered, and will continue to suffer, monetary damages, and 

irreparable injury to its businesses, reputation, and goodwill.

ANSWER: Defendant denies the allegations in Paragraph 306.

307. Symbria is entitled to injunctive relief and an award of statutory damages for 

Defendants’ infringement, or, in the alternative, Symbria is entitled to recover, its actual damages 

under 17 U.S.C. § 505 whether measured by actual damages or profits direct or indirectly 

attributable to Defendants’ infringement.

ANSWER: The allegations for award of statutory damages contained in Paragraph 307 were 

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stricken pursuant to the Court’s Order of January 6, 2022. [Dkt. #402] To the extent a 

response is required to this allegations, Defendant denies the allegations of Paragraph 307.

308. Defendants’ acts as alleged herein are intentional and willful and will, unless 

enjoined, damage Symbria, which has no adequate remedy at law.

ANSWER: Defendant denies the allegations in Paragraph 308.

309. Defendants have infringed Symbria’s copyrights in the Registered Copyrighted

Works.

ANSWER: Defendant denies the allegations in Paragraph 309.

310. Defendants knew their acts constituted copyright infringement.

ANSWER: Defendant denies the allegations in Paragraph 310.

311. Defendants’ conduct was and continues to be willful within the meaning of the 

Copyright Act.

ANSWER: Defendant denies the allegations in Paragraph 311.

312. Because Defendants’ infringement was willful, any award(s) of statutory damages 

should be enhanced in accordance with 17 U.S.C. § 504(c)(2).

ANSWER: The allegations for award of statutory damages contained in Paragraph 312 were 

stricken pursuant to the Court’s Order of January 6, 2022. [Dkt. #402] To the extent a 

response is required to this allegations, Defendant denies the allegations of Paragraph 312.

313. As a direct and proximate result of the violations of the Copyright Act, Symbria 

has sustained, and will continue to sustain, substantial, immediate and irreparable injury for which 

there is no adequate remedy at law.

ANSWER: Defendant denies the allegations in Paragraph 313.

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WHEREFORE, plaintiff Symbria, Inc. requests that the Court enter judgment in their favor 

and request that the Court enter judgment in their favor and against John R. Callen, United 

Methodist Homes and Services, Christos V. Dilmas, MedRehab Alliance Holdings, Inc., Chicago 

Rehabilitation Collective PLLC, MedRehab Therapy Associates of Illinois, LLC, Joint & Neuro 

Rehab Associates, LLC, MedRehab Alliance, LLC, MedRehab Alliance Interstate, LLC, Pearl 

Health Care Services, Inc., d/b/a MedRehab at Home and as Chicago Med Home Health, Illinois

Ancillary Services Network, LLC, MedRehab Alliance Wisconsin, LLC, and Joint & Neuro Rehab 

Associates of Chicago, LLC, and award plaintiffs the following remedies:

(a) a preliminary and a permanent injunction preventing the Defendants, their officers, 

agents, servants, employees and attorneys and those in active concert or participation with 

them from infringing the Registered Copyrighted Works, pursuant to 17 U.S.C. § 503;

(b) impoundment during the pendency of this action of all copies of the Registered 

Copyrighted Works made or used by the Defendants and of records documenting the 

manufacture, sale, or receipt of things involved in any such violation by the Defendants, 

pursuant to 17 U.S.C. § 503(a);

(c) upon the entry of final judgment, ordering the destruction or other reasonable 

disposition of all copies found to have been made or used in violation of Symbria’s 

exclusive rights, and of all other articles by means of which such copies may be reproduced, 

pursuant to 17 U.S.C. § 503(b);

(d) actual damages for loss caused by infringement of Symbria’s Registered 

Copyrighted Works and any additional profits of the infringing Defendants, pursuant to 17 

U.S.C. § 504;

(e) judgment against Defendants for their infringement under the Copyright Act, 17

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U.S.C. §§ 106 and 501, and for the willful, intentional and purposeful disregard and 

indifference to Symbria’s rights;

(f) Symbria’s reasonable attorneys’ fees, pursuant to 17 U.S.C. § 505;

(g) Symbria’s costs in bringing this action; and

(h) such other relief as is just and appropriate in the circumstances.

ANSWER: UMHS prays that Plaintiffs take nothing by their Complaint, that UMHS be 

reimbursed for its reasonable costs and attorneys’ fees, and for all other just and proper 

relief. Further, Defendant states that the award of statutory damages and attorneys’ fees 

were stricken pursuant to the Court’s Order of January 6, 2022.

COUNT XI

Tortious Interference with the Symbria Rehab-Irvine At-Will Employment Contract 

Symbria Rehab Against Callen, the MedRehab Entities, and UMHS

The allegations contained in Count XI are subject to Defendant, UMHS Motion to Dismiss, 

and as such no response is made thereto. To the extent any answer to the allegations in Count IX 

is required at this time, UMHS denies the allegations in Count XI or any other basis for legal 

responsibility against this Defendant.

COUNT XII

Tortious Interference with Callen’s Severance and General Release Agreement 

Symbria, Symbria Rehab, Alliance Connecticut, and Alliance HVA

Against the MedRehab Entities and UMHS

The allegations contained in Count XII are subject to Defendant, UMHS Motion to 

Dismiss, and as such no response is made thereto. To the extent any answer to the allegations in 

Count XII is required at this time, UMHS denies the allegations in Count IX, or any other basis 

for legal responsibility against this Defendant.

COUNT XIII

Aiding and Abetting Callen’s Breach of Fiduciary Duty 

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Symbria Rehab Against the MedRehab Entities and UMHS

The allegations contained in Count XIII are subject to Defendant, UMHS Motion to 

Dismiss, and as such no response is made thereto. To the extent any answer to the allegations in 

Count IX is required at this time, UMHS denies the allegations in Count XIII, or any other basis 

for legal responsibility against this Defendant.

DEMAND FOR JURY TRIAL

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Defendant, UMHS demands 

a trial by jury on all counts and matters in the Fourth Amended Complaint triable by jury.

AFFIRMATIVE DEFENSES TO FAC

Comes now Defendant, United Methodist Homes & Services (“UMHS”), by and through 

its attorneys, O’Hagan Meyer LLC, and for its Affirmative Defenses to Plaintiffs’ Fourth Amended 

Complaint (“FAC”), without waiving any of the denials in its Answer, and in the alternative to its 

Motion to Dismiss Counts IX, XI, XII and iii of the Fourth Amended Complaint states as follows:

AFFIRMATIVE DEFENSES TO ALL PLAINTIFFS COUNTS AGAINST UMHS

1. Any allegations not specifically admitted previously by UMHS in this Answer is 

now denied.

2. UMHS has not breached any duty owed to Plaintiffs.

3. To the extent Plaintiffs’ claims are based on the conduct of any Defendant, other 

than UMHS, UMHS cannot be held liable.

4. To the extent Plaintiffs’ claims are based on conduct of any Defendant or Third 

Party, including Christine Irvine, who was previously a named Defendant in this action and 

dismissed by Plaintiffs, UMHS cannot be held liable, as UMHS did not ratify or approve the 

conduct.

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FIFTH AFFIRMATIVE DEFENSE

(Failure to Maintain Trade Secrecy)

5. Plaintiffs failed to undertake reasonable affirmative efforts to safeguard its 

purported confidential information and/or to prevent the confidential information and/or trade 

secret from falling into the hands of competitors, and therefore no remedy is available to 

Plaintiffs. 

6. Plaintiffs failed to inform third parties and its clients, including UMHS, that certain 

information it claims is confidential and a trade secrets, was confidential information and a 

trade secret.

7. Plaintiffs failed to provide their purported trade secrets to third parties and clients 

without designating the materials as confidential, and without notifying the third party and 

client that the information is to be treated like a trade secret.

8. Plaintiffs failed to ensure that its clients, including UMHS, returned, destroyed or 

agreed not to use confidential information or trade secrets

9. Plaintiffs’ purported trade secrets are also available on the Internet without any 

password required or other security measure.

10. The confidential information that Plaintiffs claim is a trade secret is not a trade 

secret and is shared with the public or disclosed to clients in the normal course of business.

11. Further, Plaintiffs made their trade secrets publicly available as part of the process 

of seeking copyright protection.

12. As such, Plaintiffs failed to take adequate, affirmative steps and measures so as to 

prevent dissemination and maintain the secrecy of the confidential information and trade 

secrets. 

13. Plaintiffs failed to act to protect the rights it is now asserting.

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14. Because Plaintiffs failed to take reasonable efforts to maintain the secrecy of the 

information, they cannot bring a claim for misappropriation, and as such Counts I and II of the 

FAC are barred.

SIXTH AFFIRMATIVE DEFENSE

Laches

15. UMHS incorporates the allegations of Paragraphs 5 through 14 of these Affirmative 

Defenses as though set forth herein 

16. Upon information and belief, prior to the filing of this original Complaint in this 

action, Plaintiffs claim that UMHS, its client, was using or disclosing certain of Plaintiffs purported 

trade secrets or other confidential information (which UMHS denies).

17. UMHS continued to be a client of Plaintiffs, and Plaintiffs took no affirmative steps 

to protect the purported trade secrets or other confidential information.

18. Plaintiffs did not exercise reasonable diligence in pursuing its claims against 

UMHS for legal and equitable relief related to the alleged misappropriation of trade secrets or 

other confidential information purportedly owned by Plaintiffs.

19. Plaintiffs delay in pursuing such claims has been detrimental to UMHS and has 

prejudiced it in the defense of the claims now asserted by Plaintiffs.

20. In particular, UMHS was adversely affected by Plaintiffs’ delay in acting because 

it was never advised by Plaintiffs what specific information was considered confidential or trade 

secret information and never required to execute Plaintiffs’ PDPM Analytics License Agreements.

21. Plaintiffs failure to act diligently increased UMHS’ liability, if any and which 

UMHS disputes, for misappropriation of confidential information or trade secrets.

22. Accordingly, Plaintiffs are not entitled to legal and injunctive relief requested in 

Counts I and II of the FAC as its claims are barred by the doctrine of laches.

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23. Additionally, upon information and belief, prior to the time that Dilmas resigned 

from Symbria Rehab, in or around the middle of September 2019, Dilmas was informed by an 

employee in Symbria’s Human Resources department that his Symbria email was being tracked 

and monitored by Symbria management.

24. Dilmas continued his practice of forwarding certain information related to the 

PDPM program to his personal email account after receiving this notice that Symbria management 

was tracking and monitoring his Symbria email account. Yet Symbria Rehab took no action for 

ten (10) months. No one at Symbria ever objected to Dilmas’ practice of emailing certain Symbria 

information to his home email account.

25. In addition, upon information and belief, at the time Dilmas resigned from Symbria 

Rehab, he informed Symbria Rehab’s CEO, Jill Kreuger, that he was going to work with John

Callen. Plaintiffs subsequently offered him the opportunity to buy a waiver of the restrictions in 

the original offer letter Dilmas received from the company. Dilmas accepted the offer, paid 

Symbria Rehab the agreed consideration for that waiver, and received a signed written 

confirmation from Symbria of that waiver.

26. Prior to the filing of this original Complaint in this action, Plaintiffs purportedly 

were under the belief that Dilmas was using or disclosing certain of Plaintiffs’ purported trade 

secrets and other confidential information that Dilmas had emailed to his personal account, 

including disclosing such information to certain Defendants, yet Plaintiffs failed to advise those 

other parties of this belief.

27. As such, Plaintiffs again took no affirmative steps to protect the purported trade 

secrets or other confidential information.

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28. Plaintiffs did not exercise reasonable diligence in pursuing its claims against 

UMHS for legal and equitable relief related to the alleged misappropriation of trade secrets or 

other confidential information purportedly owned by Plaintiffs.

29. Plaintiffs delay in pursuing such claims has been detrimental to UMHS and has 

prejudiced it in the defense of the claims now asserted by Plaintiffs.

30. In particular, UMHS was adversely affected by Plaintiffs’ delay in acting because 

it was never advised by Plaintiffs what specific information was considered confidential or trade 

secret information.

31. Plaintiffs failure to act diligently increased UMHS’ liability, if any (and which 

UMHS denies), for misappropriation of confidential information or trade secrets.

32. Accordingly, Plaintiffs are not entitled to legal and injunctive relief requested in 

Counts I, II, IX, XI and XII of the Fourth Amended Complaint a those claims are barred by the 

doctrine of laches. 

SEVENTH AFFIRMATIVE DEFENSE

(Estoppel)

33. UMHS incorporates the allegations of Paragraphs 5 through 32 of these Affirmative 

Defenses as though set forth herein.

34. Accordingly, Plaintiffs are barred from and not entitled to the legal or equitable 

relief requested in the Fourth Amended Complaint as its claims in Counts I, II, IX, XI and XIV

are barred by the doctrine of estoppel.

EIGHTH AFFIRMATIVE DEFENSE

(Waiver)

35. UMHS incorporates the allegations of Paragraphs 5 through 32 of these Affirmative 

Defenses as though set forth herein 

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36. Accordingly, Plaintiffs are barred from and not entitled to the legal or equitable 

relief requested in the Fourth Amended Complaint as its claims in Counts I, II, IX, XI and XIV 

are barred by the doctrine of waiver.

NINTH AFFIRMATIVE DEFENSE

(Readily Ascertainable Information)

37. UMHS incorporates the allegations of Paragraphs 5 through 32 of these Affirmative 

Defenses as though set forth herein.

38. The Defend Trade Secrets Act and the Illinois Trade Secrets Act define a trade

secret as information that derives independent economic value from not being readily ascertainable

through proper means by anyone who might also be able to obtain value from its use or disclosure.

39. Plaintiffs’ purported trade secrets are based on readily available public and

Governmental information.

40. Because the information that comprises Plaintiffs’ trade secrets is readily 

ascertainable, Plaintiffs’ misappropriation claims fail, and Counts I and II are barred.

TENTH AFFIRMATIVE DEFENSE

(Not an Owner of Trade Secrets)

41. UMHS incorporates the allegations of Paragraphs 5 through 32 of these Affirmative 

Defenses as though set forth herein.

42. A plaintiff must be the owner of the trade secret in question in order to bring a

claim.

43. Certain of Plaintiffs’ purported trade secrets were not created or developed by 

Plaintiffs.

44. Because of this, Plaintiffs’ misappropriation claims fail and Counts I and II are

barred.

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ELEVENTH AFFIRMATIVE DEFENSE

(Preemption)

45. Plaintiffs allege one count under the Illinois Trade Secret Act in Count II of the 

FAC.

46. Plaintiffs’ FAC also alleges counts under common-law causes of action for tortious 

interference.

47. Section 8 of the Illinois Trade Secrets Act preempts “conflicting tort, restitutionary, 

unfair competition, and other laws of this State providing civil remedies for misappropriation of a 

trade secret.” 765 ILCS 1065/8(a). Under this provision, Illinois has abolished all common law 

theories of misuse of secret information. Composite Marine Propellers, Inc. v. Van Der Woude, 

962 F.2d 1263, 1265 (7th Cir. 1992). State law causes of action that are based on the 

misappropriation of confidential business information are preempted by the ITSA, even when the 

information does not rise to the level of a trade secret. Abrasic 90 Inc. v. Weldcote Metals, Inc.,

364 F. Supp. 3d 888, 905 (N.D. Ill. 2019). The cru of the preemption question is whether the claim 

would lie if the information at issue were not confidential, irrespective of whether it is a trade 

secret or not. Id.

48. Here, Plaintiffs’ claims for tortious interference are predicated on the same conduct 

underlying its claims for misappropriation of trade secrets, and thus are preempted.

49. Consequently, Count IX for tortious interference with the Symbria Rehab-Dilmas 

At-Will Employment Contract and with the Symbria Rehab- Dilmas Resignation Contract, 

because it is based upon the alleged misuse of trade secrets or otherwise confidential information, 

is preempted, in whole or in part, by the Illinois Trade Secrets Act, 765 ILCS 1065/1, et. seq.

50. Similarly, Count XI for tortious interference with the Symbria Rehab-Irvine 

Employment Contract because it is based upon the alleged misuse of trade secrets or otherwise 

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confidential information, is preempted, in whole or in part, by the Illinois Trade Secrets Act, 765 

ILCS 1065/1, et. seq.

TWELFTH AFFIRMATIVE DEFENSE

(Competitors’ Privilege)

51. UMHS incorporates the allegations of Paragraphs 5 through 32 of these Affirmative 

Defenses as though set forth herein 

52. The alleged tortious interference actions and conduct at issue in this case were not 

caused by nor taken by UMHS.

53. Under Illinois law, company officers and directors have a conditional privilege to

make decisions for the company based on their business judgment as to what is in the company’s

best interests.

54. To the extent Plaintiffs’ claim Callen was an agent or officer of UMHS, which

UMHS denies, any decision Callen made for the Defendants based on his business judgment, and 

not to further his personal goals, or to injure Plaintiffs, or acted contrary to the best interest of the 

corporation, then he is protected by the conditional privilege. 

55. To the extent that Plaintiffs attempt to hold UMHS liable, too, for Callen’s business 

decisions, than they too are protected by the conditional privilege.

THIRTEENTH AFFIRMATIVE DEFENSE

(No Viable Claim)

56. A claim for intentional interference with contract requires that the defendant 

intentionally and unjustly induced another to breach a contract with the plaintiff. See Grund v. 

Donegan, 298 Ill.App.3d 1034, 233 Ill. Dec. 56, 700 N.E.2d 157, 160 (1998); Cohen v. Am. Sec. 

Ins. Co. 735 F.3d 601 (7th Cir. 2013) (affirming district court’s finding that the plaintiff was unable 

to assert a viable breach of contract claim, and holding that a claim for tortious interference with 

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that contract necessarily failed with the failure of the underlying breach of contract claim). 

Accordingly, a Plaintiff cannot state a viable claim for tortious interference without a viable claim 

for breach of the underlying contract.

57. The Court previously dismissed Plaintiffs’ breach of contract claim against 

Defendant Dilmas in Count V of the Third Amended Complaint for failure to state a viable claim 

for breach of contract. Accordingly, Plaintiffs’ Count IX for tortious interference with the Symbria 

Rehab-Dilmas Employment Contract also necessarily fails.

58. Similarly, because the Court dismissed with prejudice the Plaintiff’s breach of 

contract claim against Defendant, Irvine in Count XIII of the Third Amended Complaint, and 

because Plaintiffs’ do not allege any breach of contract claim against Irvine in the Fourth Amended 

Complaint, Plaintiffs’ have not alleged a viable breach-of-contract claim against Defendant, and 

thus Count XI, where Plaintiffs’ claim for intentional interference with contract against UMHS for 

tortious interference with the Irvine Employment Contract also necessarily fails.

FOURTEENTH AFFIRMATIVE DEFENSE 

(SPA Restrictive Covenants Are Not Valid & Enforceable)

59. Plaintiffs allege that on October 31, 20105, UMHS, and others, entered into a Stock 

Purchase Agreement (“SPA”), pursuant to which UMHS and other owners entering into the 

agreement sold their stock in Symbria to an ESOP trust in exchange for cash, subordinated notes 

given by Symbria, and warrants to purchase shares of stock in the future. Plaintiffs purport to 

attach a true and accurate copy of the SPA to the FAC as Exhibit 1. (FAC, ¶ 28.)

60. Pursuant to the SPA, for its interest in Symbria, UMHS is to have received 

 

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61. Plaintiffs state that UMHS and the other entities selling their stock under the SPA 

each received a note from Symbria, subordinated to Symbria’s debt to its senior lender. Principal 

and interest under the subordinated notes is due over a ten-year period. (FAC, ¶ 30.)

62. Plaintiffs claim that UMHS and the other entities selling their stock under the SPA 

also received warrants that may not be exercised until the senior debt holder and subordinated debt 

holders are paid in full. The higher the value of Symbria’s stock at the time the warrants are 

exercised, the higher the amount that UHMS and the other former owners will realize from 

exercising the warrants. (FAC, ¶ 31.)

63. Plaintiffs claim in the FAC, that UMHS agreed to restrictive covenants concerning 

competition, solicitation of clients or potential clients, and solicitation of employees, contractors 

or consultants (the “Restrictive Covenants”). (SPA §§ 5.4(a), (b), (c), and that UMHS also agreed 

to a covenant restricting its use of confidential information. (SPA § 5.3.). (FAC, ¶ 224.)

64. Plaintiffs further claim in the FAC, that the Restrictive Covenants are in full force 

and effect during the Noncompetition Period, at all times material herein and continuing to date, 

and into the foreseeable future, the Noncompetition Period is and will be in effect because each of 

the Sellers’ subordinated notes have not been paid in full, nor is payment foreseeable in the future. 

(SPA § 5.4(a).) (FAC ¶ 225.)

65. The Non-Competition and Non-Solicitation provisions at Section 5.4 of the SPA, 

state in relevant part:

(a) Each of Sellers severally covenants that, commencing on the Closing Date 

and ending on the later of (i) the fifth anniversary of the Closing Date or (ii) the 

date on which such Seller’s Subordinated Note has been paid in full (the 

“Noncompetition Period”), he, she or it shall not engage in, directly or 

indirectly, in any capacity, or have any direct or indirect ownership interest in, 

or any business anywhere in the state of Illinois which is engaged, either 

directly or indirectly, in the business of developing, marketing, providing, 

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representing, or selling any products or services which are competitive with 

products or services developed, marketed, provided, sold or under development 

by, any member of the Company Group or its Affiliates as of the Closing Date 

(the “Restricted Business”). It is recognized that the Restricted Business is 

expected to be conducted throughout the state of Illinois and that more narrow 

geographical limitations of any nature on this non-competition covenant (and 

the non-solicitation covenants set forth in Sections 5.4(b) and 5.4(c)) are 

therefore not appropriate. Notwithstanding the preceding provisions of this 

Section 5.4, none of Sellers shall be prohibited from providing services within 

the definition of the Restricted Business solely to itself.

(b) Each of Sellers severally covenants that, during the Noncompetition Period, 

he, she or it shall not solicit or entice, or attempt to solicit or entice, any clients 

or customers of any member of the Company Group or potential clients or 

customers of the Company Group for purposes of diverting their business or 

services from the Company.

(c) Each of Sellers severally covenants that, during the Noncompetition Period, 

he, she or it shall not solicit the employment or engagement of services of any 

person who is or was employed as an employee, contractor or consultant by any 

member of the Company Group during such period on a full- or part-time basis.

66. UMHS and Symbria agree that Section 5.4(a) of the SPA limits UMHS’s ability 

to compete within the state of Illinois but permits competition outside of Illinois. This was 

verified in correspondence from Symbria’s counsel dated December 6, 2019, which stated, 

“Symbria does not dispute that the non-compete covenant set forth in Section 5.4(a) of the SPA 

is limited to the State of Illinois.” A true and correct copy of the December 6, 2019 

correspondence from Symbria is attached as Exhibit 6 to the FAC.

67. Plaintiffs accuse UMHS of ongoing violations of Section 5.4 and specifically 

allege that UMHS is soliciting Plaintiffs’ clients and employees and competing in violation of 

the SPA, which UMHS denies.

68. At all relevant times, there exists a substantial, justiciable controversy between 

UMHS and Symbria, which have adverse tangible legal interests. 

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69. As such, on December 31, 2019, prior to the filing of the original Complaint in this 

matter, UMHS sought a declaration by filing an action in the Circuit Court of Cook County, County 

Department, Chancery Division (“state court action”) regarding the interpretation of the 

Restrictive Covenants, and that the geographic scope of the non-solicitation provision in Sections 

5.4(b) and 5.4(c) of the SPA were not nationwide, as claimed by Symbria, but limited to the State 

of Illinois. (FAC ¶ 41.)

70. The state court entered final judgment in favor of UMHS, declaring that the nonsolicitation provisions are limited to Illinois. (See Dkt. No. 113, Notice of Judgment.) The Order 

entered by the state court entered a Judgement in favor of UMHS and against Symbria, Inc. thus 

defeating Plaintiffs’ breach of contract claims related to solicitation and competition outside 

Illinois by declaring:

“A. Section 5.4(b) of the SPA dated October 31, 2015 is limited to the State of Illinois by 

the language in Section 5.4(a); and 

B. Section 5.4 (c) of the SPA dated October 31, 2015 is limited to the State of Illinois by

the language in Section 5.4(a).”

71. Plaintiffs appealed the ruling, and on March 8, 2022, the Appellate Court of Illinois, 

First District, reversed this Court’s October 20, 2020 Order and held that “the plain language of 

the SPA provides no geographic limitations to the non-solicitation provisions in sections 5.4(b) 

and (c)...” United Methodist Homes & Services v. Symbria, Inc., 2022 IL App (1st) 201181-U, 

¶ 26. In other words, the First Appellate District found that Sections 5.4(b) and (c), as drafted, 

apply worldwide.

72. The Appellate Court overruled the State Circuit Court and also remanded the matter 

back to the State Circuit Court further proceedings.

73. UMHS subsequently moved to file its First Amended Complaint for Declaratory

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Judgement, seeking a declaration of its rights under the SPA. The state court action specifically 

addresses UMHS’s rights to solicit and compete in accordance with the Restrictive Covenants of 

the SPA

74. Because Symbria continues to attempt to enforce the non-solicitation provisions 

against UMHS, not just in Illinois but worldwide, UMHS by this First Amended Complaint, 

respectfully requests that the State Chancery Court declare those provisions both unreasonable and 

unenforceable as a matter of law. 

75. Plaintiffs original Complaint, filed after the commencement of the state court 

action, and each Complaint, thereafter, including the FAC continue to claim that UMHS has 

breached the SPA by engaging in conduct in violation of the Restrictive Covenants, despite the 

pending action in the State Court.

76. UMHS has a legally protectable interest in its right to solicit customers, clients and 

employees in furtherance of its legitimate business interests. Symbria seeks to restrain UMHS’s 

solicitation activities without geographic limitation until the Noncompetition period ends. An 

actual controversy exists between the parties as to whether the SPA’s worldwide non-solicitation 

provisions in Section 5.4(b) and (c) are reasonable and enforceable under Illinois law. 

77. Section 5.4(b) of the SPA is unreasonable and unenforceable for multiple reasons, 

including but not limited to that it is overbroad. Section 5.4(b) of the SPA is overly broad because 

it prevents UMHS from soliciting “any clients or customers” of Symbria as well as “any potential 

clients or customers of” Symbria. 

78. Section 5.4(b) of the SPA is unreasonable, overbroad and unenforceable because 

the SPA does not provide or include a list of Symbria’s “customers” or otherwise define what that 

term means.

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79. Section 5.4(b) of the SPA is unreasonable, overbroad and unenforceable because 

the SPA does not state whether its Section 5.4(b) is limited to customers that existed when the SPA 

was executed or, alternatively, if it applies to new customers Symbria may obtain in the future. To 

the extent Section 5.4(b) purports to apply to “future” clients or customers, the SPA provides no 

means of identifying those entities. UMHS, therefore, has no notice as to whether or not Symbria 

will contend that any particular solicitation constitutes a violation because the target is a future 

client of Symbria’s.

80. Section 5.4(b) of the SPA is unreasonable, overbroad and unenforceable because 

the SPA Section 5.4(b) expressly applies to “potential” clients or customers, but Symbria failed to 

define that term or provide a list of its potential customers. Further, the SPA does not state whether 

the definition of “potential clients or customers” applies to only “potential” clients or customers 

that existed as of the date of the SPA or those who later became “potential” clients or customers.

81. Section 5.4(b) of the SPA is unreasonable, overbroad and unenforceable to the 

extent Section 5.4(b) purports to apply to all clients and customers, everywhere, that existed at the 

time of the SPA’s execution, as well as future customers, potential customers at the time the SPA 

was created, and potential customers that are targeted anywhere in the world in the future, Section 

5.4(b) is wildly inconsistent with SPA Section 5.4(a)’s non-competition provision, which is limited 

to Illinois.

82. Section 5.4(c) of the SPA is unreasonable and unenforceable as a matter of law 

for multiple reasons, including but not limited to that it is an overbroad “lock out” provision. 

Section 5.4(c) prevents UMHS from “soliciting the employment ... of any person who is or was 

employed as an employee, contractor or consultant by” Symbria. This provision is overbroad 

because, inter alia, it includes former employees, contractors, and consultants. The terms 

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“contractor” and “consultant” are not defined by the SPA and are unreasonably vague and 

unenforceable.

83. Section 5.4(b) and (c) of the SPA are unreasonable and unenforceable in their 

entirety because their duration is unreasonably long. Their duration (defined as the 

“Noncompetition period” in Section 5.4(a) of the SPA) is the longer of either five years or the 

date on which Symbria has paid each Sellers’ promissory note (“Notes”) “in full.” 

84. Under this provision, Symbria has the unilateral power to extend the 

Noncompetition period indefinitely by refinancing its debt to which the Notes are subordinate. 

85. Since the SPA was executed in 2015, Symbria has refinanced its debt twice, 

extending the Noncompetition period each time. As of the date of the filing of the FAC, the 

Noncompetition period has run for more than 7 (seven) years, and has no fixed end date. It is, in 

effect, of indefinite duration at Symbria’s sole discretion. 

86. Sections 5.4(b) and (c) of the SPA are unreasonable and unenforceable in their 

entirety because Symbria has no legitimate business interest in enforcing them. For example, 

Symbria has no legitimate business interest in barring UMHS from soliciting its potential or 

future clients, and has no legitimate business interest in barring UMHS from soliciting its 

former contractors or consultants.

87. Section 5.4(b) and (c) of the SPA are unreasonable and unenforceable in their 

entirety because their scope is disproportionate to and exceeds any possible legitimate business 

interest that Symbria is entitled to protect.

88. Section 5.4(b) and (c) of the SPA are further unreasonable and unenforceable 

in their entirety because such enforcement would impose an undue hardship on UMHS. In 

particular and for example, Section 5.4(b) and (c) have the practical effect of expanding 

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Section 5.4(a)’s non-competition provision to have worldwide effect, because UMHS cannot 

compete with Symbria outside of Illinois without knowing who Symbria’s potential or future 

clients and customers are. Section 5.4(b) and (c) in effect swallow the geographically-limited 

Section 5.4(a).

89. Section 5.4(b) and (c) of the SPA are further unreasonable and unenforceable 

in their entirety because such enforcement would be injurious to the public. Among other 

injuries, the SPA prevents, on a worldwide basis, competition in the health care field thereby 

preventing the public from selecting the best and most cost effective providers. The public is 

also injured because Symbria’s former contractors and consultants are deprived the 

opportunity to be solicited by UMHS for employment and may be locked into their jobs.

90. The Restrictive Covenants, which form the basis of the Plaintiffs’ FAC, are void 

and unenforceable, as they continue forever into the future, and are overly broad in scope, 

duration, geographical limits, and activity, unreasonable, and extend well beyond Plaintiffs’ 

legitimate business interest, and attempt to completely restrain trade which is manifestly 

injurious to the public.

91. As such, Plaintiffs Claims in Count III are barred as the restrictive covenants in the 

SPA are unenforceable.

FIFTEENTH AFFIRMATIVE DEFENSE

(Material Breach) 

92. UMHS incorporates the allegations of Paragraphs 59 through 66 as though set forth 

herein.

93. In consideration of the terms of the SPA, Plaintiffs are obligated to fulfill certain 

terms, conditions and obligations under the SPA

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94. Pursuant to Section 5.9 of the SPA, Plaintiffs agreed to certain Post-Closing 

Covenants.

95. Section 5.9 (b) states as follows in pertinent part:

The Company will use its best efforts to have the Management Group commit to renew the 

terms of their respective employment agreements on an annual or longer basis after the 

fifth anniversary of the Closing, until the Subordinated Notes and Warrants are no longer 

outstanding.

96. The SPA Recitals Section A., define the Management Group collectively as “John 

Callen, Jill Krueger and Thomas Noesen.”

97. The Management Group is defined because it provided the Sellers, including 

UMHS, confidence and assurance of the ongoing business success of the Plaintiffs and its ability 

to fulfill the terms of the SPA. 

98. Further, Provisions 5.9 (b) presumes that the Management Group will remain in 

place from the Closing Date of the SPA through their existing respective employment agreements, 

and that Plaintiffs will use its best efforts to keep the Management Group in place by committing 

to renew the terms of each respective agreement upon expiration or renewal of the employment 

agreements.

99. It was material and valuable to UMHS when it entered into the SPA that the 

Management Group remain in place so that Symbria would have the ability to perform under the 

SPA.

100. Yet, on January 12, 2017, Callen’s employment was terminated by Plaintiffs, 

through Jill Krueger. 

101. By terminating John Callen, Plaintiffs terminated Callen’s employment agreement, 

and thus, attempt to circumvent material provisions and obligations of the SPA, specifically Article 

5.9(b).

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102. Plaintiffs failed to use its best efforts to keep the existing Management Group in 

place, and thus failed to perform under the terms of the SPA and breached the SPA, in violation 

of Article 5.9.

103. The termination of Callen adversely impacted Plaintiffs and decreased the value of 

the consideration owed to UMHS as a Seller and decreased Plaintiffs ability to pay the note to 

UMHS. 

104. Further, Plaintiffs failure to keep in place the Management Group had adversely 

impacted the Plaintiffs, who have demonstrated no ability to fulfill the obligations owed to UMHS 

pursuant to the SPA.

105. To date Plaintiffs have failed to provide and fulfill the promised consideration to 

UMHS pursuant to the terms and obligations of the SPA.

106. To date Plaintiffs have failed to extinguish the primary debt and have failed to pay 

back any principal on the note owed to UMHS.

107. Plaintiffs failure to abide by the SPA’s terms and provisions, constitute a breach of 

the SPA, and render it irreparably broken, and defeats the purpose of entering into the SPA in the 

first place.

108. Plaintiffs’ actions or inactions and failure to perform under the SPA are the cause 

of any breach of the SPA, and therefore their claim for breach of contract is void.

SIXTEENTH AFFIRMATIVE DEFENSE

(Implied Warranty of Good Faith)

109. UMHS incorporates the allegations of Paragraphs 59 through 67, 83 through 85, 

and 93 through 107 of its Affirmative Defenses as though set forth herein.

110. Plaintiffs breached the implied warranty of good faith and fair dealing by acting

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unreasonably, failing to perform under the SPA and denying benefits of the SPA to UMHS. For 

example, Plaintiffs terminated members of the management team and Plaintiffs unreasonably 

failed to provide the promised consideration in order to attempt to enforce restrictive covenants.

111. UMHS has performed all duties owed under the SPA other than any duties which

were prevented or excused, and has not breached the restrictive covenants of the SPA, and 

therefore did not breach the SPA.

112. Plaintiffs have not fulfilled its obligation of good faith in its performance and 

enforcement of the SPA.

SEVENTEENTH AFFIRMATIVE DEFENSE

(Collateral Estoppel)

113. UMHS incorporates the allegations of Paragraphs 59 through 90 of these 

Affirmative Defenses as though set forth herein.

114. Prior to the filing of this lawsuit, and at all relevant times, there exists a substantial, 

justiciable controversy between UMHS and Symbria, which have adverse tangible legal interests. 

115. As such, on December 31, 2019, prior to the filing of the original Complaint in this 

matter, UMHS sought a declaration by filing an action in the Circuit Court of Cook County, 

County Department, Chancery Division (“state court action”) and subsequent filing of the First 

Amended Complaint regarding the interpretation of the Restrictive Covenants

116. After the filing of the state court Declaratory Judgment action, Plaintiffs brought 

forth a breach of contract claim in Count III, seeking damages for alleged breaches of the restrictive 

covenants of the SPA concerning the competition, solicitation of clients or potential clients and 

solicitation of employees, contractors or consultants which are the subject of the first filed pending 

action in State Court. 

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117. The state court, declaratory judgment action involves the same issues and the same

parties, As such, Plaintiffs are now barred and unable to seek a different result in this case. 

Accordingly, Count III is barred by the doctrine of collateral estoppel.

EIGHTEENTH AFFIRMATIVE DEFENSE

(Doctrine of Res Judicata)

118. UMHS incorporates the allegations of Paragraphs 59 through 90 of these 

Affirmative Defenses as though set forth herein.

119. Prior to the filing of this lawsuit, and at all relevant times, there exists a substantial, 

justiciable controversy between UMHS and Symbria, which have adverse tangible legal interests. 

120. As such, on December 31, 2019, prior to the filing of the original Complaint in this 

matter, UMHS sought a declaration by filing an action in the Circuit Court of Cook County, 

County Department, Chancery Division (“state court action”) and subsequent filing of the First 

Amended Complaint regarding the interpretation of the Restrictive Covenants

121. After the filing of the state court Declaratory Judgment action, Plaintiffs brought 

forth a breach of contract claim in Count III, seeking damages for alleged breaches of the restrictive 

covenants of the SPA concerning the competition, solicitation of clients or potential clients and 

solicitation of employees, contractors or consultants which are the subject of the first filed pending 

action in State Court. 

122. The state court, declaratory judgment action involves the same issues and the same 

parties, As such, Plaintiffs are now barred and unable to seek a different result in this case. 

Accordingly, Count III is barred by the doctrine of res judicata.

NINTEENTH AFFIRMATIVE DEFENSE 

(Unjust Enrichment)

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123. UMHS incorporates the allegations of Paragraphs 59 through 67, 83 through 85, 

and 93 through 107 of its Affirmative Defenses as though set forth herein.

124. Plaintiffs have failed to make any payments to UMHS on the principal as obligated 

under the SPA, nor have they allowed the warrants to be exercised, as promised to be provided to 

UMHS by the SPA, and thus Plaintiffs are seeking to recover more than Plaintiffs are entitled to 

recover, and any award of the judgment sought by Plaintiffs would unjustly enrich the Plaintiffs.

125. At the same time, Plaintiffs seek to impose restrictive covenants set forth in the 

SPA on UMHS.

126. To the extent UMHS has obligations under any restrictive covenants in the SPA 

agreement, Plaintiffs must also fulfill their obligations under the SPA agreement. 

127. Plaintiffs have failed to perform under the SPA and provide consideration promised 

under the SPA to UMHS, and therefore, Plaintiffs retain benefit to UMHS’ detriment.

128. As such, no further payment or performance is required by UMHS, and any such 

payment or performance to the benefit of Plaintiffs is unjust.

129. Pursuant to the terms of the SPA, Plaintiffs owe money and other valuable 

consideration to UMHS, and therefore, to the extent that Plaintiffs can prove any damages, which 

UMHS denies, any resulting damages awarded to Plaintiffs in this case against UMHS should be 

offset by the outstanding amounts owed to UMHS by Plaintiffs pursuant to the terms of the SPA.

130. Further, UMHS asserts that even if Plaintiffs’ allegations for breach of contract are 

true, which it hereby denies, Plaintiffs did not suffer any damages or economic loss.

TWENTIETH AFFIRMATIVE DEFENSE

(Unclean Hands)

131. UMHS incorporates the allegations of Paragraphs 59 through 67, 83 through 85, 

and 93 through 112 of its Affirmative Defenses as though set forth herein.

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132. Plaintiffs material breach of terms of the SPA constitute a wrongdoing. 

133. Further, Plaintiffs breached the SPA by failing to perform and by breach of the 

Post-Closing Covenants.

134. Plaintiffs have made no efforts to fulfill its obligations owed to UMHS by failing 

to satisfy the outstanding note and warrants issued to UMHS.

135. Plaintiffs have not fulfilled their obligations under the SPA because by failing to 

satisfy its obligations pursuant to the SPA, Plaintiffs seek to enforce the Restrictive Covenants

without limitation or end to the detriment of UMHS. 

136. Plaintiffs further seek to benefit from and profit by failing to provide the promised 

Consideration under the SPA to UMHS, while still attempting to enforce Restrictive Covenants on 

UMHS. Accordingly, Plaintiffs are barred from attempting to benefit from its wrongdoing under 

the doctrine of unclean hands.

137. UMHS has substantially complied with the terms of the SPA, and Plaintiffs have 

not, and therefore any recovery under Count III is barred.

TWENTY FIRST AFFIRMATIVE DEFENSE

(SPA Contractual Limitations)

138. UMHS incorporates the allegations of Paragraphs 59 through 66 as though set forth 

herein.

139. Plaintiffs claim that the SPA provides for indemnification obligations owed to it by 

UMHS, which UMHS denied and continues to deny.

140. In the event that indemnification is determined to be owed to Plaintiffs, the SPA 

provides for limitation to indemnification pursuant to SPA, Section 7.5(a)(b) and (c). 

141. Any potential indemnification owed to Plaintiffs would be limited pursuant to the 

terms of the SPA, which states that:

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Sellers will not have any liability for indemnification under Section 7.1(a); unless and until 

the aggregate Damages for which Claim Notices for claims are delivered by the ESOP 

Trust or the Company under this Agreement exceed Six Hundred Sixty-Five Thousand 

Dollars ($665,000) in the aggregate, at which time Sellers will have liability for Damages 

in excess of Three Hundred Thirty-Two Thousand Five Hundred Dollars ($332,500). 

(SPA§ 7.5(a).)

142. Any potential indemnification owed to Plaintiffs would be limited pursuant to the 

terms of the SPA, which states that:

No seller will be required to indemnify the ESOP Trust or the Company under Section 

7.1(a) hereof (other than with respect to breaches of any Fundamental Representation or 

claims based on fraud) for aggregate Damages in excess of Seventeen and one-half percent 

(17.50)% of such Seller’s Proportionate Share, and in any event no Seller will be required 

to indemnify the ESOP Trust or the Company for aggregate Damages in excess of such 

Seller’s Proportionate Share of the ESOP Purchase Price.

(SPA§ 7.5(b)(i).)

143. Any potential indemnification owed to Plaintiffs would be limited pursuant to the 

terms of the SPA, which states that:

The amount of any Damages for which an Indemnified Person is entitled to indemnity 

under this Article 7 will first be reduced by the amount of any insurance or indemnification 

proceeds from a third party realized by the Indemnified person or its Affiliates with 

response to such Damages (net of any collection costs)

(SPA§ 7.5(b)(ii).)

144. Any potential indemnification owed to Plaintiffs would be limited pursuant to the 

terms of the SPA, which states that:

In no event will any Indemnified Person be entitled to duplicate compensation with respect 

to the same Damage under more than one provision of this Agreement and the other 

agreements and documents to be executed in connection with the Transaction

(SPA§ 7.5(b)(iii).)

145. To the extent Plaintiffs are entitled to any damages or indemnification, which 

UMHS denies, such indemnification would thus be limited by the SPA.

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TWENTY-SECOND AFFIRMATIVVE DEFENSE

(Advice of Counsel)

146. UMHS incorporates the allegations of Paragraphs 59 through 66 of these

Affirmative Defenses as though set forth herein.

147. Section 8.10(b)(B) of the SPA says in pertinent part that each party to the SPA had 

counsel who “reviewed and negotiated the terms and provisions of this Agreement (including any 

Exhibits, Schedules and Disclosure Schedule attached hereto) and have contributed to its revision 

. . .”

148. The Sellers, including UMHS, as a Seller in the SPA, collectively, retained counsel

during the negotiation and through the execution of the SPA.

149. During this process counsel provided advice to the Sellers, including UMHS, on

the construction and interpretation of the SPA, including UMHS’ obligations under the restrictive 

covenants identified in Section 5.4 (a)(b) and(c).

 150. In the Fall of 2017, UMHS contacted said counsel and retained counsel individually 

to provide legal advice regarding the effect of the SPA on potential investment opportunities, and 

specifically with regard to whether its participation in Joint Ventures would violate the provisions 

of Section 5.4 of the SPA.

 151. Since said counsel had negotiated the SPA on behalf of the Sellers, including 

UMHS, and was familiar with the intent of the SPA and its provisions, it was logical that UMHS 

would seek advice from the same counsel who negotiated the SPA in this regard. 

 152. UMHS counsel provided a legal opinion regarding its obligations under the SPA 

agreement, and concluded that it could take equity positions in joint ventures doing business in 

states outside of Illinois, and that such action would not violate or breach the SPA. UMHS’ 

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counsel advised that there are no restrictions in the ESOP Stock Purchase Agreement related to 

states other than Illinois.

 153. On December 6, 2019, Symbria sent a cease-and-desist letter to UMHS, allegation 

that UMHS’s investment in joint ventures violated Section 5.4 (b) and (c) of the SPA by 

conducting business outside of the state of Illinois, and alleging these violations caused monetary 

harm to Symbria.

 154. UMHS relied upon this legal advice and counsel at all relevant times. As such, 

UMHS acted in a reasonable fashion, with appropriate intent and acted in good faith reliance on 

the advice of its counsel. 

TWENTY-SECOND AFFIRMATIVE DEFENSE

(Fair Use- Copyright Infringement)

155. UMHS’s use of the protected works in question, if it occurred at all, was a legally 

protected fair use of the allegedly infringed work pursuant to Section 107 of the 1976 Copyright 

Act.

TWENTY-THIRD AFFIRMATIVE DEFENSE

(Lack of Ownership)

156. Plaintiffs’ did not have copyright ownership of the protected works at the time of 

the alleged violations, and thus, Plaintiffs’ claims for copyrights are invalid and/or unenforceable.

TWENTY-FOURTH AFFIRMATIVE DEFENSE

(Lack of Originality)

157. The Protected Works are not original works of authorships, but instead 

compilations of publicly available information that lack even a minimal degree of creativity.

158. Plaintiffs’ did not have copyright ownership of the protected works at the time of 

the alleged violations, and thus, Plaintiffs’ claims for copyrights are invalid and/or unenforceable.

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TWENTY-FIFTH AFFIRMATIVE DEFENSE

(Misuse of Copyright)

159. UMHS’s use of the protected works in question, if it occurred at all, was not in 

violation of the Copyright Act because Plaintiffs authorize, impliedly or explicitly, Defendant’s 

alleged infringing use of the work, and its claims are therefore barred by the doctrine of implied 

license. 

160. Plaintiffs’ know or knew that its allegations attempting to enforce copyright 

protection on alleged protected works that it knew or know are invalid, unenforceable, and/or not 

infringed, and thus the claims are barred by the doctrine of misuse of copyright.

161. Plaintiffs’ claims are barred because UMHS’s acts and use of the protected works 

in question, if it occurred at all, were in good faith and without any intent to infringe on Plaintiffs’ 

work, and thus UMHS is an innocent infringer.

162. Because Plaintiffs’ know or knew that its allegations attempt to enforce copyright

protection on alleged protected works that it knew or know are invalid, unenforceable, and/or were

not infringed, Defendants are entitled to recover their reasonable attorneys’ fees pursuant to 17

U.S.C.A. § 505.

TWENTY-SIXTH AFFIRMATIVE DEFENSE

163. Plaintiffs have failed to identify what trade secrets UMHS allegedly

Misappropriated, how UMHS misappropriated each trade secret, or how UMHS improperly used

each trade secret.

164. Section 5 of the Illinois Trade Secrets Act, 765 ILCS 1065/1 et seq. authorizes the

Court to award attorneys’ fees to the prevailing party if a trade secret misappropriation claim is

made in bad faith.

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165. To the extent Plaintiffs’ claims against UMHS for trade secret misappropriation are 

made in bad faith and/or Plaintiffs are unable to prove its trade secret misappropriation claims 

against UMHS, UMHS, as prevailing party against Plaintiffs is presumptively entitled to an award 

of fees pursuant to 17 U.S.C. § 505. See also Riviera Distrib., Inc. v. Jones, 517 F. 3d 926, 928 

(7th Cir. 2008).

TWENTY-SEVENTH AFFIRMATIVE DEFENSE

(Failure to Mitigate)

166. To the extents Plaintiffs are able to establish its damages claims (although evidence 

does not support such contention), Plaintiffs’ claims or recovery, if any, are reduced or barred by 

its failure to timely and reasonably mitigate damages. 

167. Plaintiffs did not suffer any damages or loss as proximate or legal result of any 

alleged action or inaction on the part of UMHS, the existence of which is denied. Plaintiffs’ 

alleged damages are pure speculation.

TWENTY-EIGHTH AFFIRMATIVE DEFENSE

(Setoff)

168. To the extent Plaintiffs are able to establish any of its damages claims against

UMHS, Plaintiffs’ claims or recovery, if any, are reduced or barred by a setoff of the amounts of 

UMHS is entitled to recover as prevailing party on Plaintiffs’ Copyright Act claims against UMHS 

and as prevailing party on Plaintiffs’ Illinois Trade Secrets Act claims against UMHS and on the 

amount that Plaintiffs owe to UMHS under the note and the value of the warrants as set forth in 

the SPA.

ADDITIONAL AFFIRMATIVE DEENSES

169. Without admitting that Plaintiffs has sustained any injury or damages and without 

admitting any liability whatsoever, Defendant alleges that the injuries complained of and the 

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damages sought by Plaintiff in the FAC and each such separate claim for relief asserted therein 

was the direct and proximate cause of certain independent actions of third parties over whom 

Defendant, UMHS, has no control. Therefore, Defendant is not liable for any damage that may 

have resulted therefrom.

170. UMHS reserves the right to amend its affirmative defenses or assert additional 

affirmative defenses as warranted by its investigation and the discovery in this case up through 

trial.

WHEREFORE, the Defendant, United Methodist Homes & Services, prays that this 

Honorable Court enter judgment in its favor and against Plaintiffs on each of its Affirmative 

Defenses, denying and dismissing Plaintiffs’ claims in the Fourth Amended Complaint, with costs 

and attorneys’ fees assessed against the Plaintiffs and for UMHS as prevailing party, and any other 

relief to which this Court deems equitable and just.

Respectfully Submitted,

/s/ Paige Manley Canepari

One of the Attorneys for United Methodist Homes & 

Services

Kevin M. O’Hagan (6211446)

Paige Manley Canepari (6274052)

Sean G. Rohan

O’Hagan Meyer, LLC

One East Wacker Street, Suite 3400

Chicago, Illinois 60601

312.422.6172

kohagan@ohaganmyer.com

pcanepari@ohaganmeyer.com

COUNTER-CLAIM FOR BREACH OF CONTRACT 

Comes now Defendant/Counter-Plaintiff, UMHS, by and through its attorneys, and for its 

Counter-Claim against Plaintiffs/Counter-Defendants, states as follows:

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PARTIES AND FACTS

1. Defendant/Counter-Plaintiff, United Methodist Homes & Services (“UMHS”) is an 

Illinois not-for profit corporation that is a provider of services and residences for older adults. Until 

October 31, 2015, UMHS was one of the owners of Symbria.

2. Plaintiff/Counter-Defendant, Symbria, Inc. (“Symbria”) is the parent company of 

businesses that provide clinical health services for senior living and post-acute care providers, 

including therapy, pharmacy services, and wellness programs. Symbria is an Illinois corporation 

with its principal place of business in Warrenville, Illinois. 

3. On October 31, 2015, UMHS, as Seller, entered into a Stock Purchase Agreement 

(“SPA”) with other sellers, including but not limited to Jill Krueger and John Callen, with 

Symbria, identified as the “Company” and Argent Trust Company as the as Trustee of the 

Symbria, Inc. Employee Stock Ownership Trust (the “Trustee”) to facilitate the sale of 100% of 

the shares of Symbria stock from the Sellers (including UMHS) to the Trustee. Dkt #604, Exhibit 

1.

4. Plaintiff/Counter-Defendant have brought a Fourth Amended Complaint (“FAC”)

against UMHS, alleging among other counts, Violation of Trades Secrets (Counts I and II), Breach 

of the SPA (Count III) Copyright Infringement (Count X) and Tortious Interference with Symbria 

Rehab-employee contract against various other Defendants, and UMHS. Dkt. #604.

5. Plaintiffs/Counter-Defendants have identified that Great Banc Trust Company 

(“GreatBanc”) is the current Trustee of the Symbria, Inc. Employee Stock Ownership Trust.

6. Plaintiff/Counter-Defendants’ Fourth Amended Complaint (“FAC”) that is brought 

on behalf of Symbria, Symbria Rehab, Alliance Connecticut, and Alliance HVA are referred to 

herein collectively as “Symbria and Affiliates.” Symbria, Symbria Rehab, Alliance Connecticut, 

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Alliance HVA, GreatBanc, and the Symbria ESOP Trust are referred to collectively as 

“Plaintiffs.”. Dkt. #604, ¶ 8. Symbria, Inc. is also identified in the SPA as “Company”. As such, 

these Plaintiff/Counter-Defendant are referred to collectively herein as Plaintiffs/CounterDefendants and as “Company”.

JURSIDICTION AND VENUE

7. Jurisdiction in this Court is proper because Plaintiff/Counter-Defendant have 

submitted to the jurisdiction of this Court by the filing of the FAC and the Counterclaims are so 

related to the claims asserted by Plaintiff/Counter-Defendant in this action that they form part of 

the same case or controversy and arise out of the common facts, transactions, or occurrences.

8. This Court has personal jurisdiction over Plaintiff/Counter-Defendant, as 

Plaintiff/Counter-Defendant availed itself of this Court’s jurisdiction by bringing this action in this 

District.

9. Venue is proper in this Court because Plaintiff/Counter-Defendant have submitted 

to this judicial district in the filing of the FAC.

FACTUAL ALLEGATIONS

10. On October 31, 2015, UMHS sold its stock in Symbria pursuant to the terms of the 

SPA for certain consideration. For its interest in Symbria, UMHS was to receive 

 

11. In exchange the SPA provides that the Symbria will fulfill certain terms, conditions 

and obligations.

12. Plaintiff/Counter-Defendant entered into certain Agreements, including the 

Employment Agreement with John Callen (“Agreement”) in connection with the purchase of all 

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of the Company’s issued and outstanding stock by the Symbria., Inc. Employee Stock Ownership 

Trust under the Symbria, Inc. Employee Stock Ownership Plan to become the sole shareholder of 

the Company’s issued and outstanding stock. Dkt. #604, Exhibit 2.

13. Specifically, the Agreement, which became effective the same date as the SPA 

referred to the sale and purchase of all the Company’s issued and outstanding stock by the Symbria, 

Inc. Employee Stock Ownership Trust, which is the subject of the SPA as the “Transaction”. Ex.2, 

Recital A.

14. The Agreement was entered into with Callen as a condition to consummate the

Transaction, which was set forth in the SPA. Specifically, the Agreement states in pertinent part:

“This Agreement is being entered into in connection with the purchase of all of the 

Company’s issued and outstanding stock by the Symbria, Inc. Employee Stock Ownership 

Trust (the “Trust”) under the Symbria, Inc. Employee Stock Ownership Plan (the “Plan”) 

to become the sole shareholder of the Company’s issued and outstanding stock (the 

“Transaction”). Dkt. #604, Ex. 2, A.

15. Symbria recognized in the terms, that as a condition to consummation of the 

Transaction, the Company was to enter into this Agreement with Callen.

16. The Agreement provided that the Company agrees to continue to employ Callen to 

serve as the Company’s President, and Executive. Plaintiffs entered into this Agreement in order 

to provide confidence to the sellers of its ability to fulfill the obligations it agreed to in the SPA, 

and to thus, induce them to enter into the SPA.

17. Specifically the Agreement stated, 

“As a condition to consummation of the Transaction, the Company and the Executive 

desire to enter into this Employment Agreement to set forth the terms and the conditions 

of the employment relationship between the Company and the Executive.” Dkt. #604, Ex. 

2, D.

18. The initial term of the employment period was identified as a term commencing on 

October 31, 2015, the same date as the SPA Closing Date, and ending on the fifth (5th) anniversary. 

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The Agreement further provided that the employment period shall automatically extend for two 

successive two year periods following the expiration of the initial five year term, unless each party 

provided the other party with advance written notice.

19. Similarly, the SPA identified that John Callen was part of the Management Group.

20. In order to provide the Sellers, including UMHS, with confidence to enter into the 

SPA, Symbria entered into the Agreement with Callen as a condition and consideration of the SPA. 

Symbria further agreed to maintain the Management Group and employment of Callen as a PostClosing Covenant. 

21. In consideration of the terms of the SPA, Plaintiffs are obligated to fulfill these 

certain terms, conditions and obligations under the SPA.

22. Further, after the initial term of employment of Callen, which was agreed to as a 

condition to consummation of the SPA, Plaintiffs further agreed, pursuant to Section 5.9 of the 

SPA, to certain Post-Closing Covenants.

23. Section 5.9 (b) states as follows in pertinent part:

Post-Closing Covenants. The Company will use its best efforts to have the Management 

Group commit to renew the terms of their respective employment agreements on an annual 

or longer basis after the fifth anniversary of the Closing, until the Subordinated Notes and 

Warrants are no longer outstanding.

24. UMHS entered into the SPA in consideration of Plaintiffs obligations. The 

Management Group is defined in the SPA because, the employment of the Management Group 

was a condition of the SPA, and it provided confidence and assurance of the ongoing business 

success of the Plaintiffs and its ability to fulfill the terms of the SPA. 

25. Provisions 5.9 (b) presumes that Plaintiff/Counter-Defendant will fulfill its 

obligation, and that the Management Group will remain in place from the Closing Date of the SPA 

through their existing respective employment agreements, and that Plaintiffs will use its best 

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efforts to keep the Management Group in place by committing to renew the terms of each 

respective agreement upon expiration or renewal of the employment agreements.

26. It was material and valuable to UMHS when it entered into the SPA that the 

Management Group remain in place so that Symbria would have the ability to perform under the 

SPA.

COUNT ONE

MATERIAL BREACH OF CONTRACT

27. UMHS incorporates paragraphs 1 through 26 by reference as though fully set forth 

herein. 

28. Yet, on January 12, 2017, Callen’s employment was terminated by 

Plaintiffs/Counter-Defendants, through Jill Krueger. 

29. By terminating John Callen, Plaintiffs/Counter-Defendants terminated Callen’s 

employment agreement, which it entered into as a condition to consummate the SPA, and thus 

breached its obligations under the SPA. Plaintiffs/Counter-Defendants further attempt to 

circumvent material provisions and obligations of the SPA, specifically Article 5.9(b) by 

terminating the Agreement before the end of the initial employment period.

30. Plaintiffs/Counter-Defendants failed to use its best efforts to keep the existing 

Management Group in place, thereby breaching its obligations under the SPA. 

31. The termination of Callen adversely impacted Plaintiffs/Counter-Defendants and 

decreased the value of the consideration owed to UMHS as a Seller and decreased 

Plaintiffs/Counter-Defendants ability to pay the note to UMHS. 

32. Further, Plaintiffs/Counter-Defendants failure breach of the SPA, adversely 

impacted the Plaintiffs/Counter-Defendants, who have demonstrated no ability to fulfill its

obligations owed to UMHS pursuant to the SPA.

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33. To date Plaintiffs/Counter-Defendants have failed to provide and fulfill the 

promised consideration to UMHS pursuant to the terms and obligations of the SPA.

34. To date Plaintiffs/Counter-Defendants have failed to pay their insubordinated debt 

and have failed to pay back any principal on the note owed to UMHS.

35. Upon information and belief, Plaintiffs/Counter-Defendants failure to retain the 

Management Group and termination of Callen caused its value to be reduced significantly, 

including decrease in its share price, resulting in significant decrease in value of the warrants and 

making it impractical for Plaintiffs/Counter-Defendants to satisfy the note under the current 

Management Group. Plaintiffs/Counter-Defendants failure to abide by the SPA’s terms and 

provisions, constitute a breach of the SPA, and render it irreparably broken, and defeats the 

purpose of entering into the SPA in the first place.

36. Plaintiffs/Counter-Defendants breach of the SPA has impacted its solvency and 

ability to fulfill its obligations under the SPA, resulting in harm and damages to UMHS.

37. Plaintiffs/Counter-Defendants breach of the SPA directly impacts its ability to 

satisfy its obligations under the SPA.

38. Plaintiffs/Counter-Defendants breach of the SPA has caused UMHS to be 

damaged.

WHEREFORE, Defendant/Counter-Plaintiff, UMHS prays for Judgment against 

Plaintiffs/Counter-Defendant as follows:

a. Specific Performance and enforcement on all contractual terms of the SPA;

b. Compensatory damages in an amount to be determined;

c. Costs, including attorney’s fees;

d. Other such relief as the Court deems equitable and/or appropriate.

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COUNT II 

UNJUST ENRICHMENT

39. UMHS incorporates paragraphs 1 through 36 by reference as though fully set forth 

herein. 

40. To date Plaintiffs/Counter-Defendants have failed to provide and fulfill the 

promised consideration to UMHS pursuant to the terms and obligations of the SPA.

41. Further, and despite its breach, Plaintiffs/Counter-Defendants attempt to impose the 

restrictive covenants, pursuant to Article 5.4 of the SPA agreement, to its benefit without providing 

the promised consideration to UMHS.

42. Plaintiffs/Counter-Defendants claim that in exchange for the consideration in the 

SPA, UMHS must abide by certain restrictive covenants concerning competition, solicitation of 

clients or potential clients, and solicitation of employees, contractors or consultants (the 

“Restrictive Covenants”). (SPA §§ 5.4(a), (b), (c), and that UMHS also agreed to a covenant 

restricting its use of confidential information.

43. Plaintiffs/Counter-Defendants failure to perform under the terms of the SPA 

constitutes a breach of the SPA or provide the agreed upon consideration.

44. Despite this breach, Plaintiffs/Counter-Defendants retain the benefit of Restrictive 

Covenants of the SPA.

45. Plaintiffs/Counter-Defendants have failed to provide the promised consideration in 

exchange to UMHS for its obligations under the Restrictive Covenants.

46. Plaintiffs/Counter-Defendants breaches of the SPA have caused UMHS to be 

damaged and continue to cause UMHS to be damage. As a result of these breaches 

Plaintiffs/Counter-Defendants have failed to satisfy the outstanding owed note and warrants, and 

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at the same time continue to restrict UMHS’s ability to compete and solicit with Plaintiffs/CounterDefendants. As such, Plaintiffs/Counter-Defendants have not satisfied the agreed consideration 

under the SPA in exchange for the obligations set forth in the restrictive covenants in Article 5.4.

47. Plaintiffs/Counter-Defendants have thus, been unjustly enriched to the detriment of 

UMHS.

PRAYER FOR RELIEF

WHEREFORE, Defendant/Counter-Plaintiff, UMHS prays for Judgment against 

Plaintiffs/Counter-Defendant as follows:

a. Specific Performance and enforcement on all contractual terms of the SPA;

b. Compensatory damages in an amount to be determined;

c. Costs, including attorney’s fees;

d. Other such relief as the Court deems equitable and/or appropriate.

Dated: January 17, 2023 Respectfully Submitted,

/s/ Paige Manley Canepari

One of the Attorneys for United Methodist Homes & 

Services

Kevin M. O’Hagan (6211446)

Paige Manley Canepari (6274052)

Sean G. Rohan

O’Hagan Meyer, LLC

One East Wacker Street, Suite 3400

Chicago, Illinois 60601

312.422.6172

kohagan@ohaganmyer.com

pcanepari@ohaganmeyer.com

srohan@ohaganmeyer.com

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CERTIFICATE OF SERVICE

We certify that on January 17 2023, we caused the foregoing document to be filed 

electronically with the Clerk of the Court via CM/ECF, which will notify all parties in this matter 

who are registered with the Court’s CM/ECF filing system of such filing.

/s/ Paige Manley Canepari

Paige Manley Canepari

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