govinfo:USCOURTS-pawd-2_23-cr-00090-2

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IN THE UNITED STATES DISTRICT COURT 
FOR THE WESTERN DISTRICT OF PENNSYLVANIA 
 
UNITED STATES OF AMERICA 
 
 v. 
 
DREW PIERCE, 
 
 Defendant. 
 
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2:23-CR-90-1 
 
 
MEMORANDUM ORDER 
Defendant Drew Pierce pled guilty to two fraud- related conspiracy counts. 
ECF 289. Mr. Pierce was CEO and, before that, CFO of Primary Health Network. 
See id. at 1 –2; ECF 122 at ¶ 4. During his time in these leadership positions, he 
caused PHN to enter into a number of inflated construction-related contracts, where 
he was able to skim the difference between the inflated invoices and the lower 
amounts actually paid by contractors to do the work. See ECF 122 at ¶ 16–106. As 
part of the plea agreement, Mr. Pierce acknowledged the specific loss amounts and 
his liability for restitution as follows: “Defendant Drew Pierce is liable for 
$3,107,651.35 in restitution to Primary Health Network” (PHN), consisting of 
“$493,868.72 from the Excel Scheme,” “$543,968.03 from the TopCoat scheme,” 
“$277,529.48 from the personal benefits scheme,” and “$1,792,285.12 from the JDS 
scheme.” ECF 289 at 6. 
Mr. Pierce now argues that, under the Mandatory Victims Restitution Act 
(MVRA), the restitution amount should be reduced to $0, because of certain off -sets 
received by PHN. ECF 437 , 438, 445 . On careful review, the Court disagrees, for 
three reasons. 

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First, Mr. Pierce is precluded from asking for an off -set. Put differently, by 
asking for one, he would be in breach of the re stitution provision in the plea 
agreement, which the Court could potentially enforce by specific performance. Mr. 
Pierce argues that the plea agreement doesn’t prevent him from asking for an off-set. 
ECF 437 at 7–10, 17–20. Not so. 
While the agreement states that the Court retains the authority to determine 
restitution and the parties make only recommendations, it does, importantly, state 
that Mr. Pierce is recommending that he is “liable” for the $3.1 million in restitution 
to PHN. ECF 289 at 6 . In this context, the word “liable” means he is “legally 
obligated” to pay the very precise amounts set forth. Krieger v. Bank of Am., N.A. , 
890 F.3d 429, 444 (3d Cir. 2018) (finding “[l]iability” to “mean[] the quality, state, or 
condition of being legally obligated or accountable,” citing Liability, Black’s Law 
Dictionary (10th ed. 2014) and Azur v. Chase Bank, USA, Nat’l Ass’n, 601 F.3d 212, 
217 (3d Cir. 2010) ) (cleaned up). Mr. Pierce cannot now argue that he is “ legally 
obligated” to pay $0. That would constitute a breach of the plain terms of the plea 
agreement.1 
Second, even if Mr. Pierce could argue for an off-set without breaching the plea 
agreement, the Court isn’t convinced that his legal hook works here. That is, Mr. 
Pierce invokes Section 3663A(b)(1) to ask for an off-set. But it’s not clear to the Court 
 
1 To be clear, given that there are other grounds to reject Mr. Pierce’s request for an 
off-set, the Court finds any breach to be harmless, and so need not go down the path 
of ordering a separate proceeding as to remedies. See United States v. Yusuf , 993 
F.3d 167, 181–82 (3d Cir. 2021) (describing procedure for specific performance where 
there is a plea-agreement breach). 

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that that provision applies to offenses involving basically theft of money. The 
provision states that it applies “in the case of an offense resulting in damage to or 
loss or destruction of property,” and then goes onto describe how one values lost or 
damaged property. 18 U.S.C. § 3663A(b)(1). This, of course, is a case about stealing 
money, n ot misappropriating real or personal property. Mr. Pierce cites no cases 
where the off-set provision of Section 3663A(b)(1) has been applied where the offense 
concerns solely theft of money. 
Third, even assuming a legal basis to ask for an off-set, Mr. Pierce hasn’t met 
his burden in terms of proving one up. Mr. Pierce attempts to do so by pointing to 
two interlocking civil settlements involving PHN. ECF 437 at 6, 10–17. In the first, 
the non- profit FQHC -MSF agreed to withdraw as a member and manager of 
Lewistown-MSF, gra nting PHN control and transferring title of Transfer Health 
Center to PHN. ECF 438 -2 at ¶ 5, 8. Based on PHN’s FY 2024 Consolidated 
Statement of Financial Position, the value of those transferred assets is, respectively, 
$1,883,007 and $2,020,111, totali ng $3,903,118. ECF 437 at 11. In the second, 
insurers collectively paid PHN $100,000, in equal shares, on behalf of Mr. Pierce and 
his three individual co -defendants in the civil act ion.2 ECF 438 -1 at ¶ 5. These 
settlement agreements resolved “all manner of action . . . known or unknown . . . 
which were raised or could have been raised as it relates to the subject of the Civil 
Actions.” ECF 438 -1 at ¶ 6; ECF 438- 2 at ¶ 12. And th e civil actions included 
 
2 Mr. Pierce doesn’t argue that the $25,000 he agreed to pay as part of this settlement 
should count as an off-set—seemingly in part because the insurance which paid t his 
settlement amount was funded by PHN. See ECF 433 at 28:13–15, 56:3–8. 

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allegations relating, in varying degrees, to the four schemes charged in the 
indictment. See ECF 437 at 12– 16. In both agreements, however, PHN expressly 
reserved the right to seek criminal restitution. ECF 438 -1 at ¶ 4, 6; ECF 438-2 at ¶ 
4, 12. 
Mr. Pierce argues that, because the allegations in the civil complaint and the 
criminal indictment share some overlap and the civil settlements comprehensively 
resolved all civil claims, FQHC -MSF’s settlement payments compensated PHN for 
the harms that Mr. Pierce caused through the Excel, TopCoat, personal benefits, and 
JDS schemes. ECF 437 at 11– 17. Following this logic, Mr. Pierce contends that he 
should receive an off-set because the FQHC-MSF settlement constituted a return of 
some of the property at issue in the civil action, without defining what specific 
property. 
Id. at 22–26 (citing United States v. Fiorentino, 149 F. Supp. 3d 1352, 1363 
(S.D. Fla. 2016)). 
The Court disagrees. There is no basis to essentially give Mr. Pierce “credit” 
for the value FQHC-MSF transferred when he neither was a party to that settlement 
agreement nor had any interest relating to that agreement. 
Further, any off-set here would vi olate the clear intent behind the transfer —
compensating PHN for FQHC -MSF’s breach of the Lewistown -MSF Operating 
Agreement and failure to make a capital contribution to Lewistown -MSF. ECF 436 
at 5–9. This loss was distinct from the funds that Mr. Pierce and his co -Defendants 
stole through the four schemes, for which the government seeks $3.1 million in 
restitution. None of the proceeds from the Excel scheme or personal benefits scheme 

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were connected to FQHC-MSF, and any proceeds from the TopCoat and JDS schemes 
related to FQHC -MSF only passed through FQHC -MSF on their way to Mr. Pierce 
and his co-Defendants. Id. The settlement proceeds here are too disconnected to the 
restitution amounts, and so cannot off-set them.3 
***** 
 For these reasons, the Court DENIES Mr. Pierce’s request for an off-set. An 
amended final judgment accompanies this order, requiring Mr. Pierce to pay Primary 
Health Network $3,107,651.35 in restitution jointly and severally with his co -
Defendants, allocated in a manner consistent with the terms of the plea agreement. 
 
DATED this 18th day of May, 2026. 
BY THE COURT: 
/s/ 
J. Nicholas Ranjan 
United States District Judge 
 
3 Mr. Pierce relies on United States v. Fiorentino to argue otherwise. ECF 437 at 24–
27. But the circumstances here differ from Fiorentino. There, the court granted the 
off-set beca use the civil plaintiff failed to pinpoint the loss compensated by the 
defendant’s $11 million civil settlement payment, arguing merely that it “was 
compensation for some other unspecified purpose, unrelated to the crime of 
conviction.” Fiorentino, 149 F. Supp. 3d at 1363. By contrast, here, the facts are 
clear. The FQHC -MSF settlement re- paid PHN for a different loss arising from 
different conduct. So the value transferred to compensate for that harm doesn’t apply 
to Mr. Pierce. 

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