Exhibit,Appendix: D&S, Ltd v. Ge Healthcare Technologies, Inc., General Electric Capital Corporation

On August 14, 2023 a Exhibit,Appendix was filed involving a dispute between D&S, Ltd, and Ge Healthcare Technologies, Inc., General Electric Capital Corporation, for Commercial - Other (Declaratory Judgment) in the District Court of New York County.

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EXHIBIT "C"
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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF SOUTH CAROLINA
COLUMBIA DIVISION

Civil Action No. ___: XXXX
23–cv-____-____ 3:23-cv-00782-MGL

GE HEALTHCARE TECHNOLOGIES, INC.,
COMPLAINT
Plaintiff, (Jury Trial Demanded)

vs.
1. Legal Professional Negligence
PARNELL & PARNELL, P.A.; J. Matthew 2. Breach of Fiduciary Duty
Parnell, Esq.; Amanda M. Scott, Esq.; and 3. Breach of Contract
4. Breach of Contract
D&S, LTD.,
5. Constructive Fraud
Defendants.

Plaintiff, GE HEALTHCARE TECHNOLOGIES, INC., complaining of Defendants, PARNELL &

PARNELL, P.A.; J. Matthew Parnell, Esq.; Amanda M. Scott, Esq.; and D&S, LTD., would

respectfully allege and state to the Court facts sufficient to constitute causes of action against

Defendants as follows:

SUMMARY OF THE CASE

1. This legal malpractice, breach of fiduciary duty, breach of contract, and

constructive fraud case arises from errors by the Defendant lawyers and errors by its Third-Party

Administrator (“TPA”) while the lawyers the TPA retained were representing GE HealthCare in a

collections lawsuit. The lawyers failed for over 18 months to file a Reply in response to unfounded

counterclaims by GE HealthCare’s debtor that foreseeably led to the court placing GE HealthCare

in default. The TPA also failed to inform GE HealthCare about the counterclaim or about the

default for over 18 months, including withholding all information about the counterclaim and

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about the default while having a group of GE HealthCare representatives travel to South Carolina

to attend what turned out to be an unsuccessful mediation with the debtor that was—unknown to

GE HealthCare—emboldened by the default. It was not until well after the time effective remedial

measures should have been undertaken that the lawyers and TPA informed GE HealthCare about

the counterclaims, the default, and their related errors. Now that GE HealthCare is in default

effectively admitting the otherwise unfounded counterclaims by the debtor, GE HealthCare is

facing a damages hearing with no ability to undertake discovery to challenge the debtor’s alleged

damages under the counterclaims and has incurred substantial legal fees and costs in an effort to

mitigate the damages caused by Defendants.

PARTIES

2. Defendant, PARNELL & PARNELL, P.A. (“Parnell & Parnell”), is a law firm

organized under the laws of the State of Alabama as a Professional Association and had offices in

Richland County, South Carolina at the time of the events forming the basis of this lawsuit.

3. Defendant, Amanda M. Scott, Esq. (“Ms. Scott”), is, upon information and belief,

a citizen and resident of Richland County, South Carolina and is a lawyer licensed to practice law

in South Carolina.

4. Defendant, J. Matthew Parnell, Esq. (“Mr. Parnell”), is, upon information and

belief, a citizen and resident of the State of Alabama and is a lawyer licensed to practice law in

Alabama.

5. Defendant, D&S, LTD. (“D&S”) is a company organized under the laws of the State

of Texas.

6. Plaintiff, GE HEALTHCARE TECHNOLOGIES, INC. (“GE HealthCare”), is a

corporation organized and existing under the laws of the State of Delaware with headquarters in

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Chicago, Illinois.

JURISDICTION

7. This Court has diversity jurisdiction over the subject matter of this action under 28

U.S.C. § 1332 because GE HealthCare seeks to recover a sum or value in excess of $75,000 and

this controversy is between citizens of different States.

8. GE HealthCare is a corporate domiciliary of the State of Delaware.

9. Ms. Scott is a citizen and resident of the State of South Carolina; Parnell & Parnell

is a corporate domiciliary of the State of Alabama; Mr. Parnell is a citizen and resident of the State

of Alabama; and D&S is a corporate domiciliary of the State of Texas.

10. Based upon the acts, events, and occurrences stated, this Court has personal

jurisdiction over Defendants, who include a resident of South Carolina, a corporate domiciliary of

the State of Alabama, a resident of the State of Alabama, and a corporate domiciliary of the State

of Texas.

11. This Court also has personal jurisdiction based on all Defendants’ commissions of

tortious acts in South Carolina causing financial damages to Plaintiff.

VENUE

12. Venue in this judicial district is proper under 28 U.S.C. § 1391(b)(1) because this

action was commenced in the judicial district in which Ms. Scott resides or is domiciled; and

pursuant 28 U.S.C. § 1391(b)(2) because a substantial part of the events or omissions giving rise

to the claim occurred in this judicial district through the acts and omissions of all Defendants.

FACTS

13. In 2010, D&S entered into a Master Collection Services Agreement (“the Master

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Agreement”) with GENERAL ELECTRIC COMPANY (“GE”)1 to provide services and deliverables to

benefit GE and its divisions and affiliates, including GE HealthCare. Under the Master Agreement,

D&S was to provide what is commonly characterized as “Third Party Administrator” or “TPA”

services where the TPA retains lawyers and law firms to pursue debt collection claims on behalf

of a company, monitors those claims and proceedings, and consults with company on resolution

of claims, counterclaims, and other matters concerning the collection proceedings. The Master

Agreement refers to D&S as the “Service Provider.”

14. The Master Agreement, paragraph 9, subsection (m) titled Adverse Claims, directs

that

[D&S] shall, immediately upon [D&S]’s knowledge thereof, notify [GE
HealthCare] of all complaints, counterclaims, actions or suits received by [D&S]
relating to any Account placed with [D&S] by [GE HealthCare], including, but
not limited to, complaints, counterclaims, actions or suits received from or filed or
made by any governmental agency or department, the Account Debtor or any
persons residing with or relating to the Account Debtor, and/or other persons
contacted by [D&S] in the course of collecting. In addition, [D&S] shall
immediately notify [GE HealthCare] of any complaint, from any source, alleging a
violation of a fair lending law or regulation. Copies of all written materials or
communications relating to adverse claims, governmental investigations, and fair
lending-related complaints shall be forwarded to [GE HealthCare]. [D&S] shall
maintain a written log of all complaints received by [D&S], which shall be available
for review by [GE HealthCare]’s auditors. (Emphasis added.)

15. The Master Agreement, paragraph 10, subsection 10.2 titled Indemnification by

Service Provider, directs

[D&S] shall indemnify, defend, and hold Company, its Affiliates, and its and all
of their respective officers, directors, employees and agents harmless from and
against any Losses, arising out of, connected with or resulting from (a) any act
or omission of [D&S] or any its officers, directors, shareholders, employees or
agents (including attorneys retained by [D&S]); (b) breach by [D&S] of [D&S]’s

1
GE HEALTHCARE TECHNOLOGIES INC. is a global medical technology company that was spun-
off from GENERAL ELECTRIC COMPANY (“GE”) on January 4, 2023, and is now a stand-alone
entity. GE HealthCare was an operating Division of GE at the time D&S entered into the Master
Agreement.
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Obligations hereunder, including, without limitation, its obligation to ensure
compliance by its agents with Requirements; and (c) any breach of any agreement
or arrangement between [D&S] and any other person or entity. (Emphasis added.)

16. In 2013, MRI AT BELFAIR, LLC (“Belfair”) entered into a lease agreement with a

division of GE separate from GE HealthCare for an MRI scanner produced by GE HealthCare.

17. By March 2014, the MRI machine was installed at Belfair’s facility and had a one-

year warranty period. Belfair complained of problems with MRI scanner and GE HealthCare

worked extensively on resolving the issues under the warranty, including replacing a gradient coil.

18. In March 2015, Belfair and GE HealthCare entered into a concession agreement

whereby GE HealthCare made a cash payment to Belfair and extended the warranty for an

additional year until March 6, 2016, in exchange for Belfair releasing and forever discharging GE

HealthCare from all claims relating to Belfair’s concerns about the MRI scanner. During the

extended warranty period, Belfair complained twice about the components of the MRI scanner and

GE HealthCare replaced the components at no charge to Belfair as quickly as possible both times.

19. In March 2016, Belfair and GE HealthCare entered into a service agreement

concerning the MRI scanner, which required Belfair to pay for services and parts to maintain the

MRI scanner.

20. By November 2017, GE HealthCare invoiced Belfair approximately $160,000 for

various services and repairs to the scanner under the service agreement, and Belfair had failed to

pay the invoices.

21. In January 2018, GE HealthCare’s collection claim against Belfair was released to

D&S under the Master Agreement for D&S to pursue and obtain a recovery against Belfair on

behalf of GE HealthCare.

22. In March 2018, D&S sent an engagement letter to Parnell & Parnell on behalf of

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GE HealthCare as the “creditor” to pursue claims against Belfair arising from Belfair’s refusal to

pay approximately $160,000 for parts and services GE HealthCare provided to maintain the MRI

scanner Belfair was leasing from another division in GE. The engagement letter stated,

“Authorization by [GE HealthCare] is required before instituting any proceeding, incurring any

expense, making any compromise, or granting any extension.” (Emphasis added.)

23. Parnell & Parnell, Mr. Parnell, and Ms. Scott collectively accepted the

representation of GE HealthCare to protect its interests and to pursue claims to recover actual

damages for GE HealthCare’s valuable breach of contract claims against Belfair.

24. On October 19, 2018, in the South Carolina Court of Common Pleas for Beaufort

County, Ms. Scott and Parnell & Parnell filed a Summons & Complaint on behalf of GE

HealthCare against Belfair seeking to recover approximately $160,000 for outstanding payments

due on a services contract for an MRI machine GE HealthCare sold Belfair. This action will be

referred to as “the Lawsuit.”

25. On January 2, 2019, Belfair filed an Amended Answer & Counterclaim alleging

causes of action against GE HealthCare for breach of contract, violation of the South Carolina

Unfair Trade Practices Act, Tortious Interference with Prospective Business Relations, and Fraud

in the Inducement.

26. D&S did not inform GE HealthCare about Belfair’s Counterclaims until

approximately 18 months later.

27. Neither Parnell & Parnell, Mr. Parnell, nor Ms. Scott ever informed GE HealthCare

about Belfair’s Counterclaims.

28. February 6, 2019 was the due date for GE HealthCare’s Reply to Belfair’s

Counterclaims.

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29. Parnell & Parnell and Ms. Scott knew or should have known Rule 12(a) and Rule

6(e) of the South Carolina Rules of Civil Procedure (“SCRCP”) required filing GE HealthCare’s

Reply to Belfair’s Counterclaims by February 6, 2019 to avoid GE HealthCare being in default

under Rule 55, SCRCP.

30. Parnell & Parnell and Ms. Scott knew or should have known Rule 6(b), SCRCP

and Rule 6(e), SCRCP, required any agreement with counsel for Belfair to extend the time to file

GE HealthCare’s Reply to Belfair’s counterclaims had be in writing and the extension could “not

exceed[] the original” 30-day time to respond under Rule 12(a), SCRCP and the additional five

days under Rule 6(e), SCRCP.

31. Before the February 6, 2019 due date, Ms. Scott and Parnell & Parnell did not obtain

a written agreement with counsel for Belfair for an extension of time to file GE HealthCare’s Reply

to Belfair’s Counterclaims.

32. Had Ms. Scott and Parnell & Parnell obtained a written agreement with counsel for

Belfair, the maximum length of the extension would have added 35 additional days, which would

have set March 13, 2019 as the due date.

33. Ms. Scott and Parnell & Parnell did not at any time during their representation file

a Reply on behalf of GE HealthCare to Belfair’s Amended Answer & Counterclaim.

34. On August 15, 2019, Belfair filed a “Request for Entry of Default” against GE

HealthCare on the grounds Belfair served GE HealthCare with the Amended Answer and

Counterclaim on approximately eight months earlier on January 23, 2019, and it had not filed a

Reply.

35. On August 16, 2019, the Clerk of Court for Beaufort County entered an “Entry of

Default” into the record finding GE HealthCare had “not answered otherwise replied to the

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Amended Answer and Counterclaim.”

36. Ms. Scott and Parnell & Parnell did not file a Reply on behalf of GE HealthCare

after receiving notice of Belfair’s filing the “Request for Entry of Default” and the “Entry of

Default” into the record.

37. Based on information from Parnell & Parnell, GE HealthCare understands D&S

was aware of and involved in decisions related to whether to file a Reply on behalf of GE

HealthCare.

38. D&S did not inform GE HealthCare about the Belfair’s counterclaims and the

default until the summer of 2020.

39. On November 13, 2019, Belfair filed a “Motion for Default Judgment” against GE

HealthCare on Belfair’s Counterclaims; and filed a “Motion to Dismiss for Failure to Prosecute”

seeking dismissal of GE HealthCare’s breach of contract claims.

40. Ms. Scott and Parnell & Parnell did not file a Reply on behalf of GE HealthCare

after receiving notice of Belfair’s filing the “Motion for Default Judgment” against GE HealthCare

on Belfair’s Counterclaims.

41. D&S did not inform GE HealthCare about the default until June / July 2020.

42. Neither Mr. Parnell nor Ms. Scott or anyone else with Parnell & Parnell ever

informed GE HealthCare about the default.

43. On December 26, 2019, Ms. Scott and Parnell & Parnell sent counsel for Belfair a

“settlement agreement” signed by Ms. Scott purporting to settle the entire dispute with Belfair—

without ever advising GE HealthCare about the settlement negotiations or getting GE HealthCare’s

consent to settle or advising GE HealthCare was in default on Belfair’s counterclaims.

44. GE HealthCare later informed Ms. Scott it did not approve of the terms in the

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“settlement agreement” signed by Ms. Scott and refused to sign the “settlement agreement” as it

contained provisions concerning the lease controlled by a separate Division in GE over which GE

HealthCare had no control.

45. On January 13, 2020, Belfair filed a “Motion to Enforce Settlement Agreement,

or, alternatively, Motion for Sanctions,” claiming GE HealthCare “had engaged in a pattern of

deceptive and/or misleading behavior and/or communications, intended to induce Defendants into

giving up substantive rights regarding this litigation.”

46. On January 30, 2020, the court transmitted notice to all parties advising Belfair’s

Motion for Default Judgment was set for hearing on February 26, 2020.

47. On February 20, 2020, Ms. Scott and Parnell & Parnell filed a “Motion to Continue”

the Default Judgment hearing but chose not to file a Motion to Set Aside Entry of Default.

48. Effective March 23, 2020, Ms. Scott resigned her position as an Associate lawyer

with Parnell & Parnell.

49. Because Ms. Scott filed no motion or other sought to have the Court enter an Order

under Rule 11(b), SCRCP, relieving her as counsel for GE HealthCare in the Lawsuit with Belfair,

Ms. Scott remains as counsel for GE HealthCare in the Lawsuit.

50. On May 5, 2020, a “Consent Order of Reference” was filed, referring the matter to

the Hon. Ralph E. Tupper (“Judge Tupper”) as a Special Referee to preside over the Lawsuit.

51. In late July 2020, GE HealthCare terminated the representation by Mr. Parnell, Ms.

Scott and Parnell & Parnell and retained E. Mitchell Griffith, Esq. (“Mr. Griffith”), O. Edworth

Liipfert, III, Esq. (Mr. Liipfert”), and GRIFFITH, FREEMAN & LIIPFERT, LLC to serve as lead

counsel in the Lawsuit.

52. On July 29, 2020, Mr. Griffith and Mr. Liipfert filed a “Motion to Set Aside

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Default” on behalf of GE HealthCare.

53. On September 18, 2020, Mr. Griffith and Mr. Liipfert filed a “Memorandum of

Law Supporting Plaintiff’s Motion to Set Aside Default” on behalf of GE HealthCare, which

included an affidavit signed by Ms. Scott and an affidavit signed by Mr. Parnell. GE HealthCare

filed this memorandum in an attempt to mitigate the damages caused by Ms. Scott’s and Parnell

& Parnell’s acts and omissions below the standard of care and in breach of the contract for legal

services. As demonstrated in later court findings, the other evidence did not support certain

statements in Ms. Scott’s affidavit.

54. On December 22, 2020, Judge Tupper issued an “Order Setting Aside Entry of

Default.”

55. On January 4, 2021, Belfair timely filed a “Motion to Reconsider Order Setting

Aside Entry of Default.”

56. After the motion was fully briefed and after Judge Tupper conducted a hearing, on

October 25, 2021, Judge Tupper filed the “Order Granting Defendant’s Motion to Reconsider and,

in turn, Vacating Prior Order and Denying Plaintiff's Motion to Set Aside Entry of Default” (“the

Order”).

57. This Order found GE HealthCare’s explanations for its default on the counterclaim

and for its delay in moving to set it aside were unsatisfactory. Ms. Scott in her affidavit had claimed

to have obtained a verbal unlimited extension of time and claimed that challenging counsel for

Belfair for “not honoring the alleged unlimited oral extension” would “jeopardize settlement

negotiations.” One basis for Judge Tupper’s ruling rejecting Ms. Scott’s claims was Rule(6)(b),

SCRCP, which requires extensions to be in writing and for a time “not exceeding the original time

provided in these rules.”

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58. The Order found “it simply defies logic and common sense for any attorney or

client believe that they had an unlimited oral extension after the adverse party seeks and obtains

an entry of default against them, all the more so after the adverse party proceeds to pursue a default

judgment thereon.”

59. Parnell & Parnell acted by and through their employees and agents, including but

not limited to Ms. Scott, Mr. Parnell, and Parnell & Parnell’s other lawyers, staff and personnel,

who acted within the course and scope of their employment and/or agency with all implied,

inherent, apparent and express authority to so bind Ms. Scott, Mr. Parnell, and Parnell & Parnell,

as master and principal by any negligent, willful, wanton and reckless actions and/or omissions

making Parnell & Parnell vicariously liable for same under the principles and doctrines of non-

delegable duty, corporate liability, apparent authority, agency, ostensible agency and/or

respondeat superior.

60. The negligent acts, omissions, and liability of Parnell & Parnell includes its own

acts and/or omissions and the acts and omissions of its agents, principals, employees and/or

servants, including but not limited to those by Ms. Scott and Mr. Parnell, both directly and

vicariously, under principles and doctrines of non-delegable duty, corporate liability, apparent

authority, agency, ostensible agency and/or respondeat superior.

61. As of the filing of this lawsuit, Ms. Scott remains as counsel for GE HealthCare in

the Lawsuit.

62. GE HealthCare understands Belfair seeks to recover over tens of millions of dollars

in damages from GE HealthCare on Belfair’s counterclaims—now deemed admitted and true—

for breach of contract, violation of the South Carolina Unfair Trade Practices Act, Tortious

Interference with Prospective Business Relations, and Fraud in the Inducement.

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FOR A FIRST CAUSE OF ACTION
(Legal Professional Negligence)
(Against Parnell & Parnell, Mr. Parnell, and Ms. Scott)

63. The foregoing factual and jurisdictional allegations are reiterated and realleged as

though set forth verbatim.

64. At all relevant times, a client-lawyer relationship existed between GE HealthCare,

on the one hand as client, and Ms. Scott and Mr. Parnell, on the other as the lawyers.

65. Ms. Scott and Mr. Parnell owed professional duties to GE HealthCare to

competently provide legal services, counsel, and advice regarding recovering on GE HealthCare’s

valuable claims against Belfair and otherwise protecting GE HealthCare’s interests in the Lawsuit.

66. Ms. Scott and Mr. Parnell breached their professional duties to GE HealthCare

based on their failure to meet the standard of care in the representation of GE HealthCare, including

their failure to timely file and serve GE HealthCare’s Reply to Belfair’s counterclaims, which led

to an Entry of Default against GE HealthCare.

67. Ms. Scott and Mr. Parnell breached their professional duties to GE HealthCare

based on their failure to meet the standard of care in the representation of GE HealthCare, including

their failure to advise GE HealthCare on the status of the Lawsuit.

68. Ms. Scott and Mr. Parnell failed to meet the minimum standard of care, thereby

breaching their professional duties to GE HealthCare in other ways and by other such particulars

as the evidence developed during discovery in this case may demonstrate.

69. As a direct and proximate result of Ms. Scott’s and Mr. Parnell’s breach of

professional duties, GE HealthCare suffered actual damages, consequential damages, and

incidental damages in an amount to be determined by the jury at the trial of this case.

70. As a direct and proximate result of Ms. Scott’s and Mr. Parnell’s negligence, gross

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negligence, carelessness, recklessness, and utter disregard of their professional duties, GE

HealthCare is entitled to recover punitive damages from Defendants.

71. WHEREFORE, GE HealthCare prays for judgment on this cause of action against

Defendants, PARNELL & PARNELL, P.A.; Amanda M. Scott, Esq.; and J. Matthew Parnell, Esq.,

jointly and severally, for actual damages, consequential damages, and incidental damages, for

punitive damages, and such other relief as the Court may deem reasonable and proper.

FOR A SECOND CAUSE OF ACTION
(Breach of Fiduciary Duties)
(Against Parnell & Parnell, Mr. Parnell, and Ms. Scott)

72. The foregoing factual and jurisdictional allegations are reiterated and realleged as

though set forth verbatim.

73. At all relevant times, a fiduciary relationship existed between Parnell & Parnell;

Ms. Scott; and Mr. Parnell, on one hand as the law firm and lawyers, and GE HealthCare, on the

other as the client.

74. Parnell & Parnell; Ms. Scott; and Mr. Parnell owed fiduciary duties to GE

HealthCare.

75. Parnell & Parnell’s; Ms. Scott’s; and Mr. Parnell’s fiduciary duties included the

duty of loyalty, as well as the duty to act single-mindedly in preserving, protecting, and advancing

GE HealthCare’s rights and interests.

76. Parnell & Parnell; Ms. Scott; and Mr. Parnell failed to meet the minimum standard

of conduct and thereby breached their fiduciary duties of loyalty based on their failure to inform

GE HealthCare of their own errors in failing to timely file a Reply on behalf of GE HealthCare to

Belfair’s counterclaims and allowing GE HealthCare to go into default.

77. Parnell & Parnell; Ms. Scott; and Mr. Parnell failed to meet the minimum standard

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of conduct in such other particulars as the evidence in this case may demonstrate.

78. Parnell & Parnell’s; Ms. Scott’s; and Mr. Parnell’s acts and omissions in breach of

their fiduciary duties to GE HealthCare substantially caused financial harm to GE HealthCare, and

as such, GE HealthCare is entitled to recover actual damages, consequential damages, incidental

damages, all in an amount to be proven at trial.

79. As a direct and proximate result of Parnell & Parnell’s; Ms. Scott’s; and Mr.

Parnell’s carelessness, recklessness, and utter disregard of their fiduciary duties, GE HealthCare

is entitled to recover punitive damages from Parnell & Parnell; Ms. Scott; and Mr. Parnell.

80. WHEREFORE, GE HealthCare prays for judgment on this cause of action against

Defendants, PARNELL & PARNELL, P.A.; Amanda M. Scott, Esq.; and J. Matthew Parnell, Esq.,

jointly and severally, for actual damages, consequential damages, and incidental damages suffered,

and for punitive damages, and such other relief as the Court may deem reasonable and proper.

FOR A THIRD CAUSE OF ACTION
(Breach of Contract)
(Against Parnell & Parnell)

81. The foregoing factual and jurisdictional allegations are reiterated and realleged as

though set forth verbatim.

82. Parnell & Parnell entered into a contract with GE HealthCare, agreeing and

contracting to provide competent and prudent legal services.

83. Parnell & Parnell breached its contract with GE HealthCare by failing to provide

competent and prudent legal services.

84. As a direct and proximate result of Parnell & Parnell’s breach of its contractual

duties, GE HealthCare sustained actual, consequential, and incidental damages in an amount to

be determined by the jury at trial.

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85. WHEREFORE, GE HealthCare prays for judgment on this cause of action against

Defendant, PARNELL & PARNELL, P.A., for actual damages, consequential damages, and incidental

damages, and such other relief as the Court may deem reasonable and proper.

FOR A FOURTH CAUSE OF ACTION
(Breach of Contract)
(Against D&S)

86. The foregoing factual and jurisdictional allegations are reiterated and realleged as

though set forth verbatim.

87. D&S entered into the Master Agreement with GE, including GE HealthCare, under

which D&S agreed and contracted to provide GE HealthCare with competent and prudent TPA

services.

88. The Master Agreement requires D&S to “indemnify, defend, and hold [GE

HealthCare] harmless from and against any Losses, arising out of, connected with or resulting

from (a) any act or omission of Service Provider or any its officers, directors, shareholders,

employees or agents (including attorneys retained by Service Provider).”

89. D&S breached its contract with GE HealthCare by failing to provide competent and

prudent TPA support services.

90. D&S breached its contract with GE HealthCare by failing to “indemnify, defend,

and hold [GE HealthCare] harmless from and against any Losses, arising out of, connected with

or resulting from (a) any act or omission by” Parnell & Parnell, who were the “attorneys retained

by” D&S to pursue GE HealthCare’s claims against Belfair.

91. As a direct and proximate result of D&S’s breach of its contractual duties, GE

HealthCare sustained actual, consequential, and incidental damages in an amount to be

determined by the jury at trial.

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92. WHEREFORE, GE HealthCare prays for judgment on this cause of action against

Defendant, D & S, LTD., for actual damages, consequential damages, and incidental damages, and

such other relief as the Court may deem reasonable and proper.

FOR A FIFTH CAUSE OF ACTION
(Constructive Fraud)
(Against all Defendants)

93. The foregoing factual and jurisdictional allegations are reiterated and realleged as

though set forth verbatim.

94. Defendants had duties to GE HealthCare to inform and explain to GE Healthcare

the existence of any counterclaim alleged in Belfair’s pleadings in the Lawsuit.

95. Defendants knew or should have known that GE HealthCare was relying on the

special confidence imposed upon the Defendants based on their professional, fiduciary, and

contractual duties owed to GE HealthCare.

96. Defendants were, in equity and good conscience, bound to act in good faith and

with due regard to GE HealthCare’s interests.

97. Defendants chose not to inform and explain to GE HealthCare the existence of the

counterclaim against GE HealthCare alleged in Belfair’s pleadings in the Lawsuit.

98. Defendants’ false statements and omissions fraudulently and materially misled GE

HealthCare about the existence of the counterclaim against GE HealthCare alleged in Belfair’s

pleadings in the Lawsuit.

99. GE HealthCare had no reason to know the falsity of the Defendants’ omissions and

false statements.

100. GE HealthCare justifiably and in good faith relied upon the Defendants’ omissions

and false statements to its pecuniary detriment.

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101. GE HealthCare suffered and will continue to suffer pecuniary damages as an actual

and proximate result of the Defendants’ material omissions and false statements.

102. Based upon the Defendants’ acts and omissions constituting and effecting a

constructive fraud, GE HealthCare is entitled to an award of punitive damages in an amount

determined by the jury.

103. WHEREFORE, GE HealthCare prays for judgment on this cause of action against

Defendants, PARNELL & PARNELL, P.A.; Amanda M. Scott, Esq.; and J. Matthew Parnell, Esq.,

jointly and severally, for actual damages, consequential damages, and incidental damages

suffered, and for punitive damages, and such other relief as the Court may deem reasonable and

proper.

TRIAL BY JURY

104. GE HealthCare requests and demands a jury trial on all claims and issues so triable.

EXPERT AFFIDAVIT

105. Under S.C. CODE ANN. § 15-36-100(B) (2006), filed with this Complaint and

incorporated herein by reference as Exhibit 1, is the affidavit of Justin S. Kahn, Esq., which

specifies at least one negligent act or omission by the Defendant lawyers and the factual basis for

each claim based on the available evidence at the time of filing the affidavit.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff, GE HEALTHCARE TECHNOLOGIES, INC., prays for judgment on

all causes of action plead against Defendants, PARNELL & PARNELL, P.A.; J. Matthew Parnell, Esq.;

Amanda M. Scott, Esq.; and D&S, LTD., jointly and severally, for all actual damages,

consequential damages, and incidental damages, and for punitive damages, all in an amount to be

proven at trial, and the costs of this action, and for such other and further relief as this Honorable

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Court may deem just and proper.

Respectfully submitted,

/s/ Thomas A. Pendarvis___________
Thomas A. Pendarvis (Fed. Id. 5785)
Christopher W. Lempesis, Jr. (Fed. Id. 11462)
PENDARVIS LAW OFFICES, P.C.
710 Boundary Street, Suite 1-A
Beaufort, SC 29902
843.524.9500
Thomas@PendarvisLaw.com
Chris@PendarvisLaw.com

Counsel for Plaintiff, GE HEALTHCARE
TECHNOLOGIES, INC.

Beaufort, South Carolina

February 27, 2023

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1
STATE OF SOUTH CAROLINA

COUNTY OF CHARLESTON

Personally appeared before me, Justin S. Kahn, who, being duly sworn,
says and testifies:
1. It is my expert opinion, held to a reasonable degree of professional certainty,
based on my background, training, experience and review of certain
materials in the matter captioned GE Healthcare v. MRJ at Belfair, LLC civil
action number 201 8-CP-07-02070, that the lawyer representing GE
Healthcare and her law firm committed at least one act of professional
negligence proximately causing financial damage to GE Healthcare.
2. From my review of the materials, Amanda Mange Scott, Esq. (Lawyer), was
practicing law with the law firm of Parnell & Parnell, P.A. (the Law Firm)
during relevant times.
3. GE Healthcare will be referred to as “the Client.”
4. The Lawyer represented the Client regarding a collection matter and filed
suit against MRI at Belfair, LLC (Belfair) attempting to collect money for
the Client.
5. Based on the Complaint filed on Oct. 19, 2018 in GEHealthcare v. MRJat
Belfair, LLC, civil action number 2018-CP-07-02070, the Lawyer
electronically signed the summons and complaint “Is! Amanda M. Scott”
while working for the Law Firm.
6. The summons, to the left of the signature block, shows “P&P No.: 1368505”

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Exhibit,Appendix: D&S, Ltd v. Ge Healthcare Technologies, Inc., General Electric Capital Corporation

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