ARCHER & GREINER 

A Professional Corporation 

One Centennial Square 

Haddonfield, NJ 08033-0968 

(856) 795-2121 

Attorneys for Plaintiff, Franklin Electronic Publishers, Inc. 

By: JOSEPH A. MARTIN, ESQUIRE 

 BENJAMIN D. MORGAN, ESQUIRE 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF NEW JERSEY 

CAMDEN VICINAGE

FRANKLIN ELECTRONIC PUBLISHERS, INC.,

 Plaintiff, 

 v. 

MEDICAL INFORMATION TECHNOLOGY, 

INC., 

 Defendant. 

 Civil Action No: 

COMPLAINT 

Plaintiff, Franklin Electronic Publishers, Inc., by way of Complaint against Defendant, 

Medical Information Technology, Inc., states as follows: 

THE PARTIES

1. Plaintiff, Franklin Electronic Publishers, Inc. (“Franklin”), is a Pennsylvania 

corporation with a principal place of business located at 8 Terri Lane, Burlington, New Jersey 

08016-4907. 

2. Franklin is the successor to Proximity Technology, Inc. (“Proximity”), which was 

acquired by Franklin as a wholly owned subsidiary in 1988 and merged entirely into Franklin in 

2002. 

3. Defendant, Medical Information Technology, Inc., also known as Meditech 

(“Meditech”), is a Massachusetts corporation with a principal place of business located at 

Meditech Circle, Westwood, Massachusetts 02090. 

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JURISDICTION AND VENUE

4. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332 as there is 

complete diversity of citizenship between the parties and the amount in dispute is greater than 

$75,000.00. 

5. Venue is proper in this District in that a substantial part of the events giving rise 

to these claims occurred in this District pursuant to 28 U.S.C. § 1391(a) and pursuant to 28 

U.S.C. § 1391(c) because Defendants are subject to personal jurisdiction in this District. 

FACTUAL BACKGROUND

6. Meditech develops and markets health care information system software, which 

includes a word processing function. 

7. On March 26, 1992, Proximity and Meditech entered into a contract (the 

“Agreement”) whereby Proximity granted Meditech nontransferable and non-exclusive rights to 

use the Proximity Linguistic System, including Proximity’s spelling correction, thesaurus and 

definition dictionary databases (the “Databases”) for the purpose of enhancing Meditech’s health 

care information system software. 

8. Pursuant to paragraph 3.1 of the Agreement, Meditech had no obligation to pay 

Proximity royalties in connection with the use of the Databases; instead, Meditech promised to 

use its “best efforts” to incorporate the Databases into its software at its own expense and to 

promote the inclusion of the Databases into all of its software for use by hospitals. 

9. The Agreement and the parties contemplated that as a result of those “best 

efforts,” the hospitals that purchased Meditech’s health care information system software would 

then enter into separate written agreements with Proximity, whereby those hospitals would pay 

Proximity directly for the use of the Databases for a seven (7) year license period that could be 

renewed at the end of that term. 

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10. The price for a seven (7) year license in 1992 was $1,000.00, however, that price 

later increased periodically and is currently $2,500.00. 

11. Meditech expressly acknowledged in paragraph 3.1 of the Agreement that 

Proximity entered into the Agreement based on its expectation that it would receive 

compensation from the hospitals after Meditech had used its “best efforts” to promote the 

Databases to them. 

FIRST COUNT

(BREACH OF CONTRACT)

12. Plaintiff Franklin repeats and incorporates herein by reference, as if set forth in 

full, its allegations in the preceding paragraphs. 

13. After the Agreement was executed, Meditech created its own linguistic software, 

which it promoted as a substitute for the Databases in the health care information system 

software it sold to certain hospitals. 

14. Since Meditech’s creation of its own linguistic software, Meditech repeatedly 

promoted its product using Meditech’s own linguistic software instead of promoting the 

Databases, and thereby failed to use its “best efforts” to incorporate the Databases into 

Meditech’s software at Meditech’s own expense and failed to promote the inclusion of the 

Databases into the software Meditech sold to hospitals. 

15. On March 18, 2011, Franklin notified Meditech that it recently became aware that 

Meditech had breached the Agreement through the aforesaid actions and demanded that 

Meditech take steps to cure that breach. 

16. Meditech did not respond to Franklin’s notice and has since failed to take any 

steps to cure its breach, including advising Franklin on June 1, 2011 that “MEDITECH will no 

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longer be renewing any contracts with Proximity,” which is directly contrary to its obligations 

under the Agreement. 

17. These actions represent a repeated material breach of the Agreement between the 

parties. 

18. Upon information and belief, Meditech’s customers have more than tripled in the 

time between the creation of Meditech’s substitute linguistic software and today, from 

approximately 605 customers in 1994 to over 2300 customers now. 

19. As a result of Meditech’s material breach of the Agreement, Franklin has been 

and will continue to be damaged. 

WHEREFORE, Plaintiff Franklin demands judgment against Defendant Meditech for 

compensatory damages, consequential damages, incidental damages, interest, cost of suit, 

attorneys’ fees and such other and further relief as the Court deems proper. 

ARCHER & GREINER 

A Professional Corporation 

Attorneys for Plaintiff, Franklin Electronic 

Publishers, Inc. 

By: /s/ Benjamin D. Morgan 

JOSEPH A. MARTIN, ESQUIRE 

BENJAMIN D. MORGAN, ESQUIRE 

Dated: June 10, 2011 

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DESIGNATION OF TRIAL COUNSEL

Franklin Electronic Publishers, Inc. hereby designates Joseph A. Martin, Esquire of the 

law firm of Archer & Greiner, P.C., as its trial counsel in this matter. 

CERTIFICATION PURSUANT TO LOCAL RULE 11.2

I hereby certify that the matter in controversy is not the subject of any other action 

pending in any court, or of any pending arbitration or administrative proceeding. 

ATTORNEY STATEMENT PURSUANT TO LOCAL RULE 201.1(d)(3)

Pursuant to Local Rule 201.1 (d)(3), the undersigned, attorney of record for Plaintiff 

Franklin Electronic Publishers, Inc. hereby certifies and declares that the damages recoverable by 

Plaintiff in this action exceed the sum of $150,000.00, exclusive of interest and costs of suit, and 

of any claim for punitive, exemplary or treble damages. 

 

 _______/s/ Benjamin D. Morgan 

 BENJAMIN D. MORGAN 

DATED: June 10, 2011 

6822887v1 

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