Case Background
In late 2016, Russell Cersosimo, Jr. and Thomas Perko founded two Pennsylvania companies, Keystone Group of Companies, LLC (KGOC) and Keystone Integrated Care, LLC (KIC), to pursue newly available state permits to grow and sell medical marijuana. KGOC owned KIC, and Frequency Management, LLC split evenly between Cersosimo Jr. and Perko owned KGOC. The two men served as KIC's only managers. Years earlier, in 2015, the pair had started the Pennsylvania Medical Cannabis Society, which pushed for the legalization that arrived when Governor Wolf signed the state's Medical Marijuana Act in April 2016.
To strengthen KIC's permit applications, the partners raised about $1.35 million from Series A investors, led by Dr. J. William Bookwalter, III and Steven D'Achille. In exchange, KGOC gave up part of its stake in KIC. In February 2017, Cersosimo Jr. grew concerned that an old accelerated rehabilitative disposition (ARD) tied to a DUI still sat on his record and might hurt KIC's scoring. He stepped aside and handed his interest in KGOC to Perko, with the understanding that he would return once the state ruled on the applications. Perko agreed to give the half-interest back if KIC won a permit, subject to state approval.
KIC's grower application failed, but on June 29, 2017, the Pennsylvania Department of Health (DOH) awarded KIC a dispensary permit covering three locations — Greensburg, the Lawrenceville section of Pittsburgh, and Cranberry Township. By June 2017, Cersosimo Jr. had cleared his record through expungement.
Cause
The dispute centered on an August 18, 2018 contract called the Agreement to Assign Membership Interests. Cersosimo Jr., Perko, and KGOC signed it to restore Cersosimo Jr.'s 50% stake in KGOC once the state confirmed the change would not endanger KIC's permit. If the state would not approve Cersosimo Jr., the deal called for the interest to pass to his father, Russell Cersosimo, Sr. The Plaintiffs claimed the Defendants blocked that restoration and then forced KGOC out of KIC altogether.
Injury
The Plaintiffs said the Defendants' conduct stripped them of the value of a 50% interest in KGOC and, through it, their stake in KIC. In September 2019, KIC sent a letter dissociating KGOC as a member, accusing Perko of misusing company funds and faulting the side deal with Cersosimo Jr. The Plaintiffs called the dissociation unlawful and said KIC then refused to pay KGOC anything for an interest that, at the time, made up a substantial share of the company.
Damages Sought
The Plaintiffs asked for compensatory damages over $35,000 on each of their contract, fraudulent-transfer, and unjust-enrichment claims, plus punitive damages on the claim that KIC interfered with the assignment contract. They also asked the Court to declare that they owned half of KGOC and that KGOC's removal from KIC was void, or, failing that, to order KIC to pay KGOC fair value. In a later filing, the Plaintiffs measured their loss at 19.625% of KIC's fair value as of the September 2019 dissociation.
Key Arguments and Proceedings
Legal Representation
Plaintiffs: Russell Cersosimo, Jr., | Russell Cersosimo, Sr.
· Counsel for Plaintiffs: Harry F. Kunselman | David A. Strassburger | Patrick T. Sherry
Defendants: Keystone Group of Companies, LLC | Keystone Integrated Care, LLC | Thomas Perko.
· Counsel for Defendants: William Pietragallo, II | David M. Manes | Prabhu Narahari | Richard T. Haft | Matthew R. Barnes
Key Arguments or Remarks by Counsel
Much of the pretrial sparring turned on whether the Cersosimos could bring the case at all. KIC argued more than once that the Plaintiffs lacked standing because they held only an indirect interest in KIC through KGOC. The Plaintiffs responded that both the trial Court and the Superior Court had already rejected those challenges, so the law-of-the-case doctrine barred KIC from raising them again.
During Cersosimo Jr.'s October 2023 deposition, defense counsel pressed him on why he never submitted fingerprints for an FBI background check that would have helped add him back as an affiliated person. Cersosimo Jr. insisted the company, not an individual, had to set up that process. He testified that he asked Perko to schedule the fingerprinting appointment "100 times" but that Perko said D'Achille would not allow it, and that the others worked to keep him from being "forward facing."
Claims
The Plaintiffs brought five claims. They accused KGOC and Perko of breaching the assignment contract by never filing the form needed to restore Cersosimo Jr.'s interest and never assigning the shares. They accused KIC of interfering with that contract by refusing to file the form, adopting a new operating agreement designed to block the transfer, and dissociating KGOC. They claimed the dissociation was a voidable transfer under Pennsylvania's Uniform Voidable Transactions Act and asked the Court to declare their ownership rights. In a separate count, Cersosimo Jr. argued that all three Defendants were unjustly enriched by his work and his decision to step aside.
Defense
KIC maintained that the Plaintiffs never held a direct stake in the company and that any interest Cersosimo Jr. hoped to regain never "ripened" because the contract's conditions went unmet. In sworn discovery responses, Perko said he considered himself the sole owner of KGOC after Cersosimo Jr.'s 2017 resignation and disputed that a 50/50 structure was ever finalized. In its 2019 dissociation letter, KIC claimed Perko had wasted and misappropriated company funds and had hidden the side deal from the board and the state.
Jury Verdict
On September 19, 2025, the jury returned a verdict for the Plaintiffs against all three Defendants Keystone Integrated Care, LLC; Keystone Group of Companies, LLC; and Thomas Perko. The jury awarded compensatory damages of $1,962,500. It also awarded punitive damages of $2,636,500 against Keystone Integrated Care, LLC only. The verdict form, signed by the jury foreman.
Court documents are available upon request at [email protected]
