CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 1 of 28
`
`UNITED STATES DISTRICT COURT
`DISTRICT OF MINNESOTA
`
`UnitedHealth Group, Inc., United
`HealthCare Services, Inc., and Optum
`Services, Inc.,
`
`Case No. 21-cv-113
`
`Plaintiffs,
`
`COMPLAINT
`
`v.
`
`Tricia Fringer,
`
`Defendant.
`
`Plaintiffs UnitedHealth Group, Inc. (“UHG”), United HealthCare Services, Inc.
`
`(“UnitedHealthcare”), and Optum Services, Inc. (“Optum”) (collectively, “Plaintiffs”), by
`
`and through their undersigned counsel, hereby bring this Complaint against Defendant
`
`Tricia Fringer and allege as follows:
`
`INTRODUCTION
`
`1.
`
`Plaintiffs—three affiliated entities—bring this action to protect their greatest
`
`assets; namely their competitive edge in the form of highly-sensitive “bid” and “win”
`
`strategies; cost of goods sold; and pricing, underwriting, marketing, and product
`
`information. Fringer was a trusted and core member of Optum’s executive leadership team
`
`and one of only five people at the organization authorized to see and approve pricing for
`
`Optum’s largest deals—National Accounts such as
`
`.
`
`She was also one of less than a dozen employees with access to Optum’s confidential
`
`
`
`UNITED STATES DISTRICT COURT
`DISTRICT OF MINNESOTA
`
`UnitedHealth Group, Inc., United
`HealthCare Services, Inc., and Optum
`Services, Inc.,
`
`Case No. 21-cv-113
`
`Plaintiffs,
`
`COMPLAINT
`
`v.
`
`Tricia Fringer,
`
`Defendant.
`
`Plaintiffs UnitedHealth Group, Inc. (“UHG”), United HealthCare Services, Inc.
`
`(“UnitedHealthcare”), and Optum Services, Inc. (“Optum”) (collectively, “Plaintiffs”), by
`
`and through their undersigned counsel, hereby bring this Complaint against Defendant
`
`Tricia Fringer and allege as follows:
`
`INTRODUCTION
`
`1.
`
`Plaintiffs—three affiliated entities—bring this action to protect their greatest
`
`assets; namely their competitive edge in the form of highly-sensitive “bid” and “win”
`
`strategies; cost of goods sold; and pricing, underwriting, marketing, and product
`
`information. Fringer was a trusted and core member of Optum’s executive leadership team
`
`and one of only five people at the organization authorized to see and approve pricing for
`
`Optum’s largest deals—National Accounts such as
`
`.
`
`She was also one of less than a dozen employees with access to Optum’s confidential
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 2 of 28
`
`information across multiple segments, including the previously mentioned “bid” and “win”
`
`strategies; cost of goods sold; and pricing, underwriting, marketing, and product
`
`information. Fringer regularly engaged with and used that confidential and trade secret
`
`information for pricing, underwriting, promoting, and selling health plan benefits to
`
`Optum’s and UnitedHealthcare’s largest clients. These are called “National Accounts,”
`
`meaning accounts serving more than 3,000 lives. Indeed, during her tenure at Optum,
`
`Fringer was daily exposed to, worked with, and developed key aspects of Optum’s and
`
`UnitedHealthcare’s confidential and proprietary core business strategy—which
`
`incorporated the foregoing confidential and trade secret information across business lines
`
`and segments.
`
`2.
`
`Fringer supported Optum’s largest client—UnitedHealthcare—and helped
`
`both companies compete for National Accounts.
`
`3.
`
`Fringer did this through her work at Optum, as Optum provides pharmacy
`
`services that are often integrated with UnitedHealthcare services to offer streamlined,
`
`economically feasible options for the countries’ largest health care customers.
`
`4.
`
`Fringer also competed to sell Optum’s stand-alone products—commonly
`
`called “component” or “carve out” products—to National Accounts that did not choose to
`
`integrate medical and pharmacy services.
`
`5.
`
`Fringer’s work selling component Optum products also benefitted
`
`UnitedHealthcare, as it complemented UnitedHealthcare services. UnitedHealthcare made
`
`similar efforts to sell complementary Optum products as well.
`
`2
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 3 of 28
`
`6.
`
`Plaintiffs valued Fringer and routinely rewarded her with lucrative bonuses
`
`and benefits, including awards of stock options and restricted stock units from UHG. Each
`
`time Fringer received an award of stock options or restricted stock units, she signed an
`
`agreement (collectively, “Stock Award Contracts”) containing, among other things,
`
`restrictive covenants.
`
`7.
`
`On November 30, 2020, Fringer informed Optum executives that she was
`
`resigning to accept a new position, although at that time she refused to disclose her new
`
`employer. She provided official notice of her resignation on December 10, 2020.
`
`8.
`
`On December 11, 2020, Fringer disclosed that she would be taking a position
`
`with Anthem, Inc. (“Anthem”)—one of Optum’s and UnitedHealthcare’s largest
`
`competitors. She later disclosed she would act as Anthem’s Senior Vice President and
`
`President, National Accounts. Fringer also disclosed that she would begin this job on
`
`December 21, 2020
`
`9.
`
`Fringer’s knowledge of Optum’s and UnitedHealthcare’s confidential and
`
`proprietary information—the heart of Plaintiffs’ competitive edge—would directly benefit
`
`Anthem.
`
`10.
`
`Fringer’s employment with Anthem (1) breaches the restrictive covenants
`
`contained in both her Employment Agreement and Stock Award Contracts (the
`
`“Agreements”) and (2) will result
`
`in
`
`the misappropriation of Optum’s and
`
`UnitedHealthcare’s trade secrets, as Fringer will inevitably use or disclose trade secrets
`
`while performing her new job—a job that directly overlaps with the role she previously
`
`3
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 4 of 28
`
`held at Optum and in working with UnitedHealthcare. The resulting harm to Plaintiffs’
`
`businesses will be significant and irreparable.
`
`11.
`
`In this action for breach of contract, violation of the Defend Trade Secrets
`
`Act of 2016, 18 U.S.C. § 1836 (the “DTSA”), violation of the Minnesota Trade Secrets
`
`Act, Minn. Stat. § 325C.01 et seq. (the “MTSA”), and violation of the Delaware Uniform
`
`Trade Secrets Act, 6 De. Code § 2000 et seq. (the “DUTSA”), Plaintiffs seek injunctive
`
`relief (1) preventing Fringer from continuing in her role at Anthem, or any other role that
`
`would require her to violate the Agreements by competing with UHG, for a period of
`
`twelve (12) months; (2) preventing Fringer from continuing in her role at Anthem, or any
`
`other role that would require her to violate the Stock Award Contracts by soliciting UHG
`
`customers, for a period of twenty-four (24) months, consistent with the terms of the Stock
`
`Award Contracts, and (3) preventing Fringer from disclosing any of Plaintiff’s trade secrets
`
`and other confidential information at any time.
`
`THE PARTIES, JURISDICTION, AND VENUE
`
`12.
`
`Plaintiff UHG is a Delaware corporation with its principal place of business
`
`in Minnesota. Fringer’s Agreements are between herself and UHG.
`
`13.
`
`Plaintiff UnitedHealthcare is a Minnesota corporation with its principal
`
`places of business in Minnesota. UnitedHealthcare is an affiliate and wholly owned
`
`subsidiary of UHG. UnitedHealthcare is also an intended third-party beneficiary of the
`
`Agreements.
`
`4
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 5 of 28
`
`14.
`
`Plaintiff Optum is a Delaware corporation with its principal place of business
`
`in Minnesota. Optum is an affiliate of UHG. Optum is also an intended third-party
`
`beneficiary of the Agreements.
`
`15. Defendant Tricia Fringer is an individual who was employed by Optum and,
`
`by virtue of that employment, entered into the Agreements with UHG related to her
`
`employment and Stock Awards, with restrictive covenants for the explicit and agreed
`
`benefit of all Plaintiffs. At the time of her resignation from Optum, Fringer was a resident
`
`of and was domiciled in Texas and, upon information and belief, Fringer continues to be a
`
`resident of and is domiciled in Texas.
`
`FACTUAL BACKGROUND
`
`The Market in Which Plaintiffs and Anthem Compete
`
`16. UHG is a diversified health care company that offers both health care
`
`coverage and benefits, as well as information and technology-enabled health services,
`
`through a family of affiliate companies. Optum and UnitedHealthcare are two such affiliate
`
`companies. UnitedHealthcare is a health care benefits business, while Optum provides
`
`health services, including pharmacy benefits. Together, UnitedHealthcare and Optum offer
`
`health care benefits for all ages and lifestyles, including individuals, employers, and
`
`Medicare and Medicaid beneficiaries.
`
`17. Anthem provides products or services that directly and indirectly compete
`
`with products or services provided by UHG or its affiliates.
`
`18. Anthem provides products or services that directly and indirectly compete
`
`with products or services provided by UnitedHealthcare.
`
`5
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 6 of 28
`
`19. Anthem provides products or services that directly and indirectly compete
`
`with products or services provided by Optum.
`
`20.
`
`The health care coverage and benefits market is highly competitive. Not only
`
`do Plaintiffs compete with Anthem on a national scale, but they also directly compete in
`
`the majority of states and United States territories across multiple lines of business.
`
`21. Because of the competitive nature of the industry in which Plaintiffs and
`
`Anthem operate, Plaintiffs take great care to develop comprehensive, strategic plans for
`
`pricing and underwriting their products. Plaintiffs’ strategic plans—including their highly-
`
`sensitive “bid” and “win” strategies; cost of goods sold; and pricing, underwriting,
`
`marketing, and product information—have tremendous value and help them maintain their
`
`market share while fending off encroachment from direct competitors like Anthem.
`
`Anthem’s Competition with Plaintiffs
`
`22.
`
`The health benefits market is highly competitive, and health plan companies
`
`can only grow their business by winning it from competitors.
`
`23. One significant way health plan companies have sought to differentiate
`
`themselves from competitors is by using in-house or third-party entities known as
`
`Pharmacy Benefits Managers, or “PBMs” to manage their prescription medication
`
`services. UnitedHealthcare frequently utilizes Optum as its PBM. Thus, UnitedHealthcare
`
`can integrate PBM services into its health plans for National Accounts.
`
`24. Anthem previously used Express Scripts, Inc. (“ESI”) as its PBM provider.
`
`But cracks in this relationship emerged in 2015 when Anthem discovered what it believed
`
`to be errors in ESI’s system that resulted in an estimated $13 billion in damages and
`
`6
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 7 of 28
`
`numerous legal proceedings. See, e.g., Compl. ¶¶ 2, 63, 97, Anthem, Inc. v. Express Scripts,
`
`Inc., No. 16-CV-2048-ER, 2016 WL 1089074 (S.D.N.Y. Mar. 21, 2016), Dkt. No. 3.
`
`25.
`
`Since that failure, Anthem has worked to establish its own in-house PBM,
`
`intended to restore trust and confidence in Anthem’s pharmacy care and intended to be a
`
`“key differentiator” in the health benefits market.
`
`26. Anthem announced the creation of this new PBM in 2017, naming it
`
`“IngenioRx.” Anthem launched IngenioRx in 2019-2020, and expects to begin marketing
`
`its products in earnest in 2021.
`
`27. Anthem uses IngenioRx in two primary ways to compete for National
`
`Accounts. First, it markets IngenioRx’s unique products and efficiencies as part of its
`
`integrated health plans. Second, Anthem and IngenioRx each individually work to sell
`
`component (or non-integrated) products directly to National Accounts that are not
`
`interested in integrated health plans. Once either entity acquires a foothold with an account,
`
`they coordinate to “upsell” the other product.
`
`28. While Anthem is not a PBM, it sells pharmacy management services to
`
`National Accounts as part of its integrated health benefits plan offerings. Thus, once
`
`Anthem partners with a PBM to pursue a National Account, it is in competition with all
`
`other PBMs that are working with health plan companies to offer integrated products.
`
`29. Additionally, while Anthem does not directly sell component pharmacy
`
`management plans to National Accounts, it indirectly competes with PBMs by “upselling”
`
`IngenioRx’s component services wherever possible.
`
`
`
`7
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 8 of 28
`
`Fringer’s Role and Responsibilities at Optum
`
`30.
`
`Fringer joined Optum in January 2017 as a Vice President responsible for
`
`underwriting. In 2018, she was promoted to President of Health Plans & Public Sector
`
`Markets. As President of Health Plans, Fringer was tasked with growing Optum’s National
`
`Accounts. Her roles involved increasing levels of responsibility concerning Optum’s (and
`
`then UnitedHealthcare’s) goals of winning and retaining National Accounts. At the time
`
`she departed Optum, Fringer was one of a handful of people with access to confidential
`
`information across multiple segments of Optum’s business, including underwriting, pricing
`
`models, information on customer relationships, strategic sales plans, and products that were
`
`in development.
`
`31. Moreover, as a member of Optum’s executive leadership team, Fringer had
`
`regular and consistent access to—and provided feedback on—competitive strategies across
`
`the business. She regularly spent time in Optum’s underwriting models and thus possesses
`
`fresh and firsthand knowledge of related pricing and cost of goods sold. And Fringer was
`
`intimately involved in cross-Optum strategic initiatives designed to enhance Optum’s
`
`position to win and retain very large, strategic, marquee accounts.
`
`32.
`
`Fringer was personally involved in underwriting, pricing, and negotiating a
`
`deal for Optum to provide PBM component services to
`
`
`
`
`
`. After this success, Optum
`
`granted Fringer Delegation of Authority privileges, making her one of only five executives
`
`8
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 9 of 28
`
`entitled to see and approve pricing for Optum’s largest deals—National Accounts such as
`
`
`
`33. Moreover, for much of her tenure at Optum, Fringer managed Optum’s
`
`relationship with UnitedHealthcare. In that role Fringer was responsible for packaging
`
`PBM products and solutions that would be integrated into UnitedHealthcare’s health plan
`
`offerings to National Accounts. She reviewed and provided feedback on UnitedHealthcare
`
`segment strategy. And Fringer learned the value propositions and competitive “win”
`
`strategies UnitedHealthcare uses to compete for National Accounts, all of which is highly-
`
`confidential information.
`
`34.
`
`Fringer’s work for Optum had visibility to proprietary business information
`
`on a nation-wide level, including significant connections to Minnesota. For example, as
`
`part of Fringer’s role, she regularly interacted with UnitedHealthcare employees based in
`
`Minnesota. Similarly, Fringer’s role—and all Optum underwriting roles—required regular
`
`interaction with UnitedHealthcare’s actuarial team, which is based in Minnetonka,
`
`Minnesota.
`
`Examples of Fringer’s Access to Optum’s and UnitedHealthcare’s Confidential
`Information
`
`
`A. Data Management Tools
`
`35.
`
`Fringer assembled a toolbox of analytics tools, client products, marketing
`
`support, and underwriting consultation that she deployed to court clients for both Optum
`
`and downstream clients of the health plans Optum served (such as UnitedHealthcare).
`
`Fringer built this toolbox with Optum’s support over the course of several years, and has a
`
`9
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 10 of 28
`
`deep understanding of what worked and what failed in courting Optum and
`
`UnitedHealthcare clients.
`
`36.
`
`These tools were used to combine data about the companies’ capabilities to
`
`create a differentiated offering to inform
`
`
`
`37. Optum and UnitedHealthcare would also weave together a unique service
`
`strategy—
`
`
`
`.
`
`.
`
`38. Using the confidential information she gained at Optum, Fringer will be able
`
`to recreate these tools at Anthem to compete directly with both Optum and
`
`UnitedHealthcare.
`
`39.
`
`For this reason, it matters not if Fringer was firewalled from one component
`
`of UnitedHealthcare’s confidential information in the form of its pricing and underwriting
`
`data—she still had access to highly-sensitive, other confidential information from
`
`UnitedHealthcare (including the strategies that worked and those that did not) that she
`
`may—and will—employ to give Anthem an unfair competitive advantage.
`
`B. Large Case Reviews
`
`40.
`
`Fringer also participated in Optum’s Large Case Reviews (“LCRs”). At
`
`LCRs, Optum evaluates its strategy for winning or retaining its largest accounts—
`
`
`
`confidential and sensitive information, such as
`
`10
`
` LCR meetings involve highly
`
`
`
`
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 11 of 28
`
` They also include summaries of Optum’s information about
`
`
`
`those accounts, including information provided from UHG entities like UnitedHealthcare.
`
`41. On November 24, 2020, Fringer attended an LCR for
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
` That LCR discussed
`
`
`
`42.
`
`Fringer also attended an LCR on October 2, 2020,
`
`
`
`
`
`
`
`
`
`
`
`
`
`.
`
`43.
`
`Fringer attended many other LCRs during her time at Optum, and also
`
`presented her own LCRs. Some LCRs included information about relationships between
`
`Optum’s sales teams and potential clients.
`
`44.
`
`The information discussed in these meetings would be invaluable to a
`
`competitor seeking to win accounts from Optum, UnitedHealthcare, or any other UHG
`
`affiliate.
`
`C. Strategic Initiatives
`
`45.
`
`Fringer was also engaged in extremely confidential and sensitive work on
`
`Optum’s most strategic initiatives and new product launches.
`
`11
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 12 of 28
`
`46. As an example, in the months and weeks leading up to her departure,
`
`47.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Accordingly, both Anthem and IngenioRx would benefit greatly from the insights Fringer
`
`gained from her work at Optum;
`
`
`
`Fringer’s Agreements
`
`.
`
`48. Attendant to accepting her role at Optum, Fringer signed an Employment
`
`Agreement with UHG. Fringer and UHG understood that she would receive confidential
`
`information from Optum, UnitedHealthcare, and other UHG affiliates during her
`
`employment, and so the Employment Agreement contains “Confidentiality, Non-
`
`Disparagement, and Restrictive Covenants” that apply to and benefit UHG as well as its
`
`affiliated entities. Those provisions (collectively, the “Restrictive Covenants”) require
`
`Fringer to protect UHG’s confidential information (and that of its affiliates). They also
`
`foreclose Fringer from soliciting UHG (or affiliated) employees and business or competing
`
`(directly or indirectly) for the business of UHG and its affiliates.
`
`49.
`
`Fringer was also rewarded—on eight separate occasions—with awards of
`
`UHG nonqualified stock options or restricted stock units. Those awards were similarly
`
`12
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 13 of 28
`
`conditioned, in related Stock Award Contracts, on Fringer’s acceptance of nearly-identical
`
`Restrictive Covenants concerning confidential information, non-solicitation, and non-
`
`competition.
`
`50.
`
`Fringer executed numerous Stock Award Contracts during her tenure with
`
`Optum that bear on this dispute.
`
`51.
`
`The Restrictive Covenants contained in the Employment Agreement Stock
`
`Award Contracts (collectively, “Agreements”) were and are a material part of those
`
`Agreements.
`
`52.
`
`In signing the Agreements, Fringer agreed that Optum and UnitedHealthcare
`
`were intended third-party beneficiaries of the Restrictive Covenants contained therein.
`
`Fringer also acknowledged that the Restrictive Covenants were “reasonable and necessary
`
`to protect the legitimate interests” of UHG and its affiliates. She accepted that, if she
`
`violated the Restrictive Covenants, UHG and its affiliates would “suffer immediate and
`
`irreparable harm” and “be entitled to injunctive relief from a court.” And because Fringer’s
`
`work at Optum and with UnitedHealthcare was national in scope, she acknowledged that
`
`the Restrictive Covenants “shall apply on a nationwide basis anywhere in the United
`
`States.”
`
`53.
`
`The Agreements contain Delaware or Minnesota choice-of-law clauses.
`
`54. Consistent with the definition of Confidential Information in those
`
`Agreements, Optum and UnitedHealthcare undertake significant efforts to maintain the
`
`secrecy of the confidential and proprietary information to which Fringer had access—
`
`precisely because they understand the value that such information has for competitors like
`
`13
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 14 of 28
`
`Anthem. For example, the confidential information that Optum and UnitedHealthcare
`
`provided to Fringer was available only on a need to know basis. And Optum and
`
`UnitedHealthcare limited circulation of the information to Fringer and the other leaders
`
`whose roles required their access to, and input regarding, those critical plans.
`
`Fringer’s Resignation and Start at Anthem
`
`55.
`
`Fringer verbally informed certain Optum executives of her intent to resign
`
`on or about November 30, 2020. She submitted her formal written resignation on December
`
`10, 2020.
`
`56.
`
`She did not disclose her intention to begin employment with Anthem until
`
`December 11, 2020.
`
`57.
`
`Fringer’s role at Anthem has overlapping job responsibilities and tasks with
`
`the role she had at Optum (and in assisting UnitedHealthcare) related to National Account
`
`clients.
`
`58.
`
`Fringer’s new Anthem role will necessarily involve performing services that
`
`she engaged in, participated in, and had confidential information about during her last 36
`
`months of employment at Optum. Her role will, therefore, violate multiple provisions of
`
`the restrictive covenants in the Agreements.
`
`59.
`
`Fringer will also assist others in performing services that she engaged in,
`
`participated in, and had confidential information about during her last 36 months of
`
`employment at Optum. This will also violate multiple provisions of the restrictive
`
`covenants in the Agreements.
`
`14
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 15 of 28
`
`60. How Anthem itself has previously described Fringer’s role during
`
`recruitment is dispositive. Anthem’s job posting for the role confirms that “the national
`
`accounts marketplace is competitive and has unique challenges” and “strong leadership
`
`and demonstrated agility” are necessary to navigate “the proposal and sales cycle and
`
`challenges of enticing national customers to move their business and change carriers.” In
`
`fact, Fringer will be “responsible for the sales and retention for National Account
`
`customers” through “creat[ing] a superior customer value proposition”—while working to
`
`“develop[] and implement[] the National Accounts strategy to ensure the segment
`
`grows”—and “will also closely partner with Underwriting, Marketing, Interplan and
`
`Product.”
`
`61.
`
`That is precisely what Fringer’s work involved with Optum and
`
`UnitedHealthcare.
`
`62.
`
`In fact, as late as November 24, 2020, Fringer was attending high-level
`
`strategy meetings at Optum to discuss
`
`
`
` In her new role at Anthem, Fringer will be
`
`responsible for competing for that same account, in addition to trying to sell Anthem’s
`
`integrated care plans to clients that use UnitedHealthcare and/or Optum products.
`
`Moreover, Fringer is responsible for directly or indirectly helping upsell IngenioRx’s PBM
`
`component—or “carve out”—plans; that directly competes with the carve out plans she
`
`sold at Optum.
`
`63. Moreover, Fringer not only
`
`received confidential Optum and
`
`UnitedHealthcare information, she actively utilized Optum’s and UnitedHealthcare’s
`
`15
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 16 of 28
`
`proprietary information to develop strategies for pursuing National Account clients for
`
`those entities. She cannot, therefore, perform the same role for National Accounts at
`
`Anthem without “disclos[ing] or us[ing] Confidential Information, either during or after
`
`[Fringer’s] employment with [Optum], except as necessary to perform [her] duties or as
`
`[Optum] may consent in writing.”
`
`64.
`
`In performing her new role at Anthem, Fringer will necessarily draw on the
`
`confidential, proprietary, and trade secret information to which she had access while
`
`working with Optum and UnitedHealthcare. Fringer simply cannot unlearn the
`
`UnitedHealthcare “win” strategies she helped develop, or the strategic “value propositions”
`
`UnitedHealthcare and Optum offered to the very same National Accounts she will be
`
`soliciting at Anthem. Nor can she merely expunge Optum’s underwriting model she was
`
`charged with overseeing (not to mention the client data and pricing strategies, factors, and
`
`formulas she has had access to over the years).
`
`65.
`
`Put simply, Fringer will not be able to successfully execute her role for
`
`growing Anthem’s National Accounts without capitalizing on the foregoing information.
`
`Fringer will—by necessity—use this information to develop and deploy strategies that will
`
`give Anthem an unfair competitive edge in the marketplace.
`
`66.
`
`Fringer’s employment with Anthem will allow Anthem to gain an unfair
`
`competitive advantage—and undermine Optum’s and UnitedHealthcare’s efforts to retain
`
`and expand their market share—through asymmetrical knowledge of Optum’s and
`
`UnitedHealthcare’s business strategies and tactics.
`
`16
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 17 of 28
`
`67. Anthem’s knowledge and/or benefit from the information that Fringer knows
`
`about Optum’s and UnitedHealthcare’s strategies and tactics risks jeopardizing and
`
`undermining customer relationships and depriving Optum and UnitedHealthcare of market
`
`share they otherwise would have achieved.
`
`68.
`
`The amount of such impact may not be precisely or accurately quantified or
`
`measured given the uncertainty of what Optum and UnitedHealthcare would have achieved
`
`without Fringer’s improper disclosure or use of Optum’s and UnitedHealthcare’s strategies
`
`and tactics. Nonetheless, it will certainly disrupt Optum’s and UnitedHealthcare’s
`
`relationships with existing and potential customers, damaging to their reputation and
`
`goodwill in the marketplace and causing a ripple effect of decreased growth into the future.
`
`Like Fringer, Two Other Former UHG Executives Have Resigned to Work at Anthem
`
`69. By joining Anthem, Fringer is following two other former UHG executives
`
`who recently started positions at Anthem and its subsidiary IngenioRx: Carlos Louro and
`
`Jeff Alter. Like Fringer, both Louro and Alter were deeply involved in UnitedHealthcare’s
`
`business of selling health plan benefits (including Optum’s PBM services) to National
`
`Account customers.
`
`Carlos Louro
`
`70. Carlos Louro was a valued member of UnitedHealthcare’s Underwriting and
`
`Pricing Group. His underwriting role included daily work with and execution of
`
`UnitedHealthcare’s business strategies. More specifically, Louro was involved with
`
`evaluating, setting, and executing pricing factors and methodologies, trend factors, expense
`
`levels, margins, and products that relate to UnitedHealthcare’s National Account products
`
`17
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 18 of 28
`
`and services. Louro’s work involved near-constant exposure to and engagement with
`
`UnitedHealthcare’s confidential and proprietary information. And so, just like Fringer, in
`
`exchange for lucrative equity benefits, Louro agreed to protect UnitedHealthcare’s
`
`confidential information through the Restrictive Covenants.
`
`71. On December 3, 2020—only one week before Fringer—Louro resigned from
`
`UnitedHealthcare and disclosed his intention to begin employment with Anthem at the end
`
`of the month. Louro plans to become RVP, Underwriting of Anthem’s Local Accounts
`
`segment up to 3,000 members. In that role, Louro will have the same job responsibilities
`
`and tasks that he had at UnitedHealthcare.
`
`Jeff Alter
`
`72.
`
`Jeff Alter left his position as CEO, Employer & Individual on or about July
`
`1, 2018. He waited two years before joining IngenioRx as its Executive Vice President
`
`IngenioRx and Anthem Health Solutions in September 2020.
`
`73. Alter’s transition is essentially the inverse of Fringer’s proposed move—he
`
`went from leader of UnitedHealthcare’s Employer & Individual business segment
`
`responsible for the sale of health benefits plans to National Accounts, to head of Anthem’s
`
`fledgling PBM business at IngenioRx (while Fringer proposes to move from head of PBM
`
`Optum to head up Anthem’s National Accounts).
`
`74. And now, together, Fringer, Louro, and Alter may recreate all of the
`
`confidential and proprietary
`
`information necessary
`
`to understand Optum’s and
`
`UnitedHealthcare’s pricing and business strategy (indeed, better than any single Optum,
`
`UnitedHealthcare, or UHG employee).
`
`18
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 19 of 28
`
`Anthem is Attempting to Recreate Optum’s and UnitedHealthcare’s Strategy During
`the Peak of the Sales Cycle
`
`
`75.
`
`That Anthem is installing three perfectly complementary UnitedHealthcare
`
`and Optum insiders just before the New Year is particularly significant given the operation
`
`of the medical benefits market. For example, as they typically do, UnitedHealthcare and
`
`Optum started preparing and formulating their strategies to bid on 2022 business at the end
`
`of 2020 (around November). The peak of that bidding activity for 2022 work is happening
`
`right now, starting in January 2021 and extending into the summer. Accordingly, Anthem
`
`and IngenioRx seek to benefit from Fringer (and Louro and Alter) now in order to
`
`maximize their impact for the 2022 year.
`
`76.
`
`The information Fringer has at her disposal is significant. In addition to the
`
`LCRs for
`
` discussed above, in her last month of employment
`
`with Optum and UHG, Fringer participated in LCR meetings concerning
`
`
`
` She was involved with Optum’s “2021 Client
`
`Action Planning,”
`
` and “Growth and Retention” strategy
`
`meetings. Moreover, during her last few weeks Fringer had access to highly-sensitive (and
`
`very timely) LCR and other information concerning Optum’s and UnitedHealthcare’s
`
`strategy for the coming year, including a December 2020 “FINAL” presentation
`
`concerning Optum’s readiness for the peak season sales cycle.
`
`77.
`
`The input of these former UnitedHealthcare and Optum executives is even
`
`more important in this sales cycle, which is one of Anthem’s first full sales cycles offering
`
`IngenioRx as an integrated PBM resource. Additionally,
`
`of UnitedHealthcare’s
`
`19
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 20 of 28
`
`clients, which
`
`, are up for bid
`
`. This
`
`includes, at least,
`
`National Accounts that UnitedHealthcare and OptumRx work on
`
`together.
`
`
`
`
`
`.
`
`Upon information and belief, Anthem will likely be competing for most, if not all, of these
`
`same accounts.
`
`78.
`
`This elevates the harm to Optum, UnitedHealthcare, and UHG if this
`
`misconduct is allowed to continue unchecked—as Anthem is right now competing with
`
`UnitedHealthcare and Optum for the same National Account clients.
`
`FIRST CLAIM FOR RELIEF
`[Breach/Anticipatory Breach of Contract as Third-Party Beneficiary]
`
`79.
`
`Plaintiffs repeat and reallege Paragraphs 1 through 78 as though fully set
`
`forth herein.
`
`80.
`
`The Agreements are valid and enforceable contracts between UHG and
`
`Fringer, and UHG has fully performed its obligations under the Agreements.
`
`81. Optum and UnitedHealthcare are intended third-party beneficiaries of the
`
`restrictive covenant sections in the Agreements. UHG and Fringer defined “Company” in
`
`the restrictive covenant sections to include any and all Affiliates, including Optum and
`
`UnitedHealthcare. Fringer and UHG understood that Fringer was employed by Optum and
`
`would receive confidential Optum and UnitedHealthcare information in the course of her
`
`Optum employment. They specifically intended, therefore, that in exchange for receipt of
`
`20
`
`
`
`CASE 0:21-cv-00113-ECT-DTS Doc. 1 Filed 01/14/21 Page 21 of 28
`
`equity benefits from UHG, Fringer would agree to the restrictive covenants for Optum’s
`
`and UnitedHealthcare’s benefit in satisfaction of her obligations to Optum. For example,
`
`they agreed that the restrictive covenant provisions related to confidential information
`
`would protect Optum’s and UnitedHealthcare’s confidential information that Fringer
`
`would receive in exchange for the equity benefits. They also intended that the non-
`
`competition sections would be evaluated based on Fringer’s employment with Optum and
`
`work for UnitedHealthcare, and the associated activities, products, and services in which
`
`Fringer engaged and participated, and about which she received confidential information.
`
`82.
`
`Fringer has breached or will breach the restrictive covenants in her
`
`Agreements by assuming her assigned role at Anthem, a direct competitor of UHG. In
`
`particular, she will—personally or by assisting another—“[e]ngage in or participate in any
`
`activity that competes, directly or indirectly, with any [Optum] activity, product or service
`
`that [Fringer] engaged in, participated in, or had Confidential Information about during
`
`[her] last 36 months of employmen
Accessing this document will incur an additional charge of $.
After purchase, you can access this document again without charge.
Accept $ Charge
Still Working On It
This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.
Give it another minute or two to complete, and then try the refresh button.
A few More Minutes ... Still Working
It can take up to 5 minutes for us to download a document if the court servers are running slowly.
Thank you for your continued patience.
This document could not be displayed.
We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.
Your account does not support viewing this document.
You need a Paid Account to view this document. Click here to change your account type.
Your account does not support viewing this document.
Set your membership
status to view this document.
With a Docket Alarm membership, you'll
get a whole lot more, including:
- Up-to-date information for this case.
- Email alerts whenever there is an update.
- Full text search for other cases.
- Get email alerts whenever a new case matches your search.
One Moment Please
The filing “” is large (MB) and is being downloaded.
Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.
Your document is on its way!
If you do not receive the document in five minutes, contact support at support@docketalarm.com.
Sealed Document
We are unable to display this document, it may be under a court ordered seal.
If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.
Access Government Site
