System Won v. Bardell Alleges Fraud, Conspiracy in Post-Sale Customer Poaching
Restrictive Covenants Barred Solicitation for Three Years
System Won, Inc. alleges that Leamm Neary Bardell, the former owner of Resonance IT LLC, breached restrictive covenants in an Asset Purchase Agreement by soliciting System Won’s customers within months of the sale’s closing. The agreement, executed on May 31, 2024, prohibited Bardell from interfering with System Won’s customer relationships or soliciting its clients for three years post-closing. Specifically, the Asset Purchase Agreement barred Bardell from "intentionally interfer[ing] in any material respect with the Business relationships . . . between [System Won] and any customers or suppliers of [System Won]" for three years (Compl. ¶16). It also prohibited him from "directly or indirectly, solicit[ing] or entic[ing], or attempt[ing] to solicit or entice, any clients or customers of [System Won] . . . for purpose of diverting their Business from [System Won]" (Compl. ¶17). The complaint alleges that "an actual or threatened breach of these restrictive covenants would cause irreparable harm to System Won" (Compl. ¶18).
System Won paid Bardell $340,400.00 as the initial purchase price in the Asset Purchase Agreement (Compl. ¶13), plus earn-out payments and commissions totaling $388,505.79 (Compl. ¶14, ¶29).
The complaint asserts five causes of action: Count I: Breach of Asset Purchase Agreement (restrictive covenants), System Won v. Bardell (Sections 6.03(a)(iii) (non-interference) and 6.03(c) (non-solicitation), implied covenant of good faith and fair dealing); Count II: Actual Fraud, System Won v. Bardell; Count III: Tortious Interference with the Master Services Agreement, System Won v. Bardell; Count IV: Common Law Conspiracy, System Won v. Bardell and Hudson Regional; and Count V: Statutory Business Conspiracy, Virginia Code §§ 18.2-499 et seq., System Won v. Bardell and Hudson Regional.
Bardell Allegedly Emailed Customers in August 2025 and January 2026
The complaint alleges that Bardell violated the restrictive covenants by emailing System Won’s customers in August 2025 and again in January 2026, offering IT support services without System Won’s knowledge or consent (Compl. ¶32, ¶35). In August 2025, Bardell told customers he was "available to help them if they ever needed Information Technology support in the future" (Compl. ¶32). The January 2026 emails allegedly reminded customers of Bardell’s experience and solicited their business, with Bardell engaging in other communications to divert business to himself (Compl. ¶34, ¶36).
By the fall of 2025, Bardell had entered into an IT Management Support Services contract with Hudson Regional, harming System Won’s customer relationships (Compl. ¶37, ¶38). The complaint alleges that Bardell convinced Hudson Regional to contract for IT services despite the existing agreement between System Won and Hudson Regional. Neither Bardell nor Hudson Regional informed System Won of their new contract, depriving System Won of the opportunity to investigate Bardell’s activities or assess potential security risks (Compl. ¶40, ¶41).
Hudson Regional Allegedly Conspired to Deceive System Won
System Won further alleges that Bardell and Hudson Regional conspired to deceive System Won into granting Bardell IT access under the false pretense of an AI project. Angelo Angerame, CEO of Hudson Regional, emailed Justin Won, CEO of System Won, on November 17 and 19, 2025, requesting access for Bardell. Angerame allegedly wrote, "allow [Bardell] whatever access he needs to make this a success" (Compl. ¶45). System Won granted Bardell limited access based on these representations, but the complaint alleges that Bardell and Hudson Regional concealed the true nature of their relationship. Specifically, the complaint states that "Bardell had solicited and contracted with Hudson Regional several months earlier to provide Information Technology Management Support Services work" (Compl. ¶78).
On November 20, 2025, Bardell lied to Justin Won about his dealings with Hudson Regional, denying any solicitation or contract with the company. The complaint alleges that Bardell claimed his "engagement [with Hudson Regional] was not a result of solicitation, but rather a direct outreach by Hudson Regional" (Compl. ¶50). System Won characterizes these statements as "malicious lies" (Compl. ¶51) and asserts that Bardell "intended to deceive System Won and to provide himself with the cover needed to continue to perform Information Technology Management Services work" (Compl. ¶81). System Won claims it relied on Bardell’s lies, granting him IT access under false pretenses (Compl. ¶79).
The complaint alleges that Bardell and Hudson Regional continued to perform IT services under the guise of the AI project while concealing their competing contract. In April 2026, System Won discovered Bardell’s contract with Hudson Regional, and on April 30, 2026, Angerame admitted to Justin Won that Hudson Regional had hired Bardell to replace System Won. The complaint further alleges that Hudson Regional continues to pay Bardell a monthly fee for IT Management Support Services (Compl. ¶39, ¶66).
Master Services Agreement Prohibited Hudson Regional from Soliciting Bardell
The Master Services Agreement between System Won and Hudson Regional prohibited Hudson Regional from soliciting System Won’s employees or subcontractors, including Bardell, for two years post-termination. The agreement barred Hudson Regional from soliciting, employing, or obtaining the services of any employee, subcontractor, or former employee or subcontractor of System Won (Compl. ¶25). The complaint alleges that Hudson Regional breached this provision by hiring Bardell without System Won’s consent.
System Won alleges that Bardell tortiously interfered with the Master Services Agreement "the use of fraud, deceit, the violation of the established standards of the sale of a services business, and by unfairly competing with System Won" (Compl. ¶93). The complaint claims that Bardell’s interference irreparably harmed System Won’s relationship with Hudson Regional (Compl. ¶94-95).
Fraud and Conspiracy Claims Seek Punitive and Treble Damages
The complaint alleges that Bardell committed actual fraud by lying to Justin Won about his dealings with Hudson Regional and concealing his competing contract. System Won claims Bardell’s statements were "malicious lies" (Compl. ¶51) intended to deceive System Won. The complaint seeks $100,000.00 in damages for actual fraud and $350,000.00 in punitive damages, alleging that Bardell’s fraud was willful and wanton (Compl. ¶83).
System Won also alleges that Bardell and Hudson Regional engaged in common law and statutory business conspiracy. The complaint claims that Bardell and Hudson Regional "conspired to conceal these material facts from System Won with the intent to convince System Won to give Leamm Bardell IT Systems access under false pretenses" (Compl. ¶114). It further alleges that the defendants "agreed to accomplish an unlawful purpose or a lawful purpose by unlawful means" (Compl. ¶100). Under Virginia’s statutory business conspiracy law, System Won seeks treble damages and costs, including attorney’s fees, pursuant to Virginia Code § 18.2-500 (Compl. ¶121).
For tortious interference with the Master Services Agreement, System Won seeks $150,000.00 in damages and $350,000.00 in punitive damages (Compl. ¶96-97). The complaint also requests $500,000.00 in damages for breaches of the Asset Purchase Agreement (Compl. ¶76).
Injunctive Relief and Disgorgement Sought
System Won requests a preliminary and permanent injunction barring Bardell from contacting System Won’s customers or suppliers for three years, as well as an equitable extension of the restrictive covenants by approximately one year to account for the duration of Bardell’s alleged breaches (Compl. ¶4). The complaint also seeks specific performance of the Asset Purchase Agreement’s restrictive covenants and disgorgement of all monies paid to Bardell or his companies by Hudson Regional and other System Won customers (Compl. ¶122-123).
In total, System Won seeks $500,000.00 in damages for breaches of the Asset Purchase Agreement, $100,000.00 in damages for actual fraud, $150,000.00 in damages for tortious interference with the Master Services Agreement, and three-fold damages for statutory business conspiracy under Virginia Code § 18.2-500. The complaint also requests attorney’s fees and costs under Section 7.02 of the Asset Purchase Agreement and Section 16 of the Master Services Agreement (Compl. ¶77, ¶109).
The allegations in the complaint are unproven, and no defendant has yet responded to the claims.
The allegations described here are taken from the filing and remain unproven; no responsive pleading is reflected in the source document.
David Brunk is a civil litigation attorney. He can be reached at david@newmanbrunk.com.
From the Complaint Public Court Record
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Alexandria Division SYSTEM WON, INC., ) ) Plaintiff, ) ) v. ) Case No. 1:26-cv-02242 ) LEAMM NEARY BARDELL, ) 27 Southern Right ) Whale Rock Heights, Plettenberg Bay ) 6600, SOUTH AFRICA ) ) Defendant. ) VERIFIED COMPLAINT FOR DAMAGES AND FOR PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF Plaintiff System Won, Inc. (“Plaintiff” or “System Won”), by and through undersigned counsel, hereby files its Verified Complaint for Damages and for Preliminary and Permanent Injunctive Relief against Defendant Leamm Neary Bardell (“Bardell” or “Defendant”), and respectfully states as follows: INTRODUCTION 1. This case arises from an Asset Purchase Agreement dated May 31, 2024, between Plaintiff System Won and Defendant Leamm Bardell (“Asset Purchase Agreement”). A true and correct copy of the Asset Purchase Agreement is attached to this Complaint as Exhibit A. Bardell and System Won are both in the Information Technology Management Services business. In the Asset Purchase Agreement, System Won agreed to pay over $340,000 for Bardell’s business, including all of its customer contracts and its goodwill. One of the customers that Bardell sold to System Won was Defendant Hudson Regional. To protect what System Won had purchased, the Asset Purchase Agreement included restrictive covenants in which Leamm Bardell promised and PageID# 1
2 covenanted that for a period of 3 years after the closing of the sale of his business, he would not solicit System Won’s customers or intentionally interfere with System Won’s business relationships with its customers, including but not limited to Hudson Regional. 2. This case also arises in part from a Master Services Agreement dated September 13, 2024, between Plaintiff System Won and Middetown LTC Pharmacy LLC, d/b/a Hudson Regional LTC Pharmacy (“Hudson Regional”). A true and correct copy of the Master Services Agreement is at
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