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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 1 of 14
`
`Clifford S. Davidson, WSBA 48313
`csdavidson@swlaw.com
`SNELL & WILMER L.L.P.
`2018 156th Avenue NE, Suite 100
`Bellevue, WA 98007
`T: (425) 748-5055
`F: (503) 624-6888
`
`Charles M. Jones, II (pro hac vice to be filed)
`Texas State Bar No. 24054941
`charlie.jones@haynesboone.com
`Tiffany Cooke (pro hac vice to be filed)
`Texas State Bar No. 24087340
`tiffany.cooke@haynesboone.com
`HAYNES AND BOONE, LLP
`2323 Victory Avenue, Suite 700
`Dallas, TX 75219
`T: 214.651.5000
`F: 214.651.5940
` Attorneys for Plaintiff Allied Bioscience, Inc.
`
`
`
`UNITED STATES DISTRICT COURT
`
`FOR THE WESTERN DISTRICT OF WASHINGTON
`
`SEATTLE DIVISION
`
`ALLIED BIOSCIENCE, INC., a Nevada
`Case No. 2:20-cv-01650
`corporation,
`COMPLAINT
`
`
`Plaintiff,
`
`v.
`CRAIG GROSSMAN, an individual,
`Defendant.
`
`
`
`
`Plaintiff Allied BioScience, Inc. (“ABS”) complains against Defendant Craig
`1.
`Grossman (“Grossman”):
`
`PARTIES
`I.
`Plaintiff Allied BioScience, Inc. is a Nevada Corporation with its principal place of
`2.
`business and nerve center at 7800 Dallas Parkway, Suite 650, Plano, Texas 75024.
`COMPLAINT - 1
`CASE NO. 2:20-CV-01650
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 2 of 14
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`Defendant Craig Grossman is an individual, last known to be domiciled at 1444
`3.
`Edwards Drive, Point Roberts, Washington 98281.
`JURISDICTION AND VENUE
`II.
` This Court has subject-matter jurisdiction pursuant 28 U.S.C. § 1332(a). ABS is a
`4.
`Nevada corporation with its principle place of business and nerve center in Texas. Grossman is
`domiciled in Point Roberts, Washington. The amount in controversy, which includes but is not
`limited to the value of the ABS patents, ABS’s patent applications, and the related ownership rights
`at issue, far exceeds $75,000, exclusive of interest and costs.
`This Court also has subject matter jurisdiction pursuant to 28 U.S.C. § 1331. ABS
`5.
`asserts a cause of action under the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836(b).
`This Court has supplemental jurisdiction over ABS’s state-law claims pursuant to
`6.
`28 U.S.C. § 1367.
`Venue is proper in this District under 28 U.S.C. §§ 1391(b)(1) and (c)(1) because
`7.
`the sole defendant, Grossman, resides in this District. Seattle is the proper intradistrict assignment
`because Grossman lives in Whatcom County. See LCR 3(e)(1).
`FACTUAL BACKGROUND
`III.
`ABS Background and Relationship with Grossman.
`A.
`ABS is a technology company rooted in environmental science. Among other
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`things, ABS specializes in the development and deployment of surface coating technologies that
`provide a long-lasting way to maintain antiviral surfaces. Since its inception, ABS has created
`revolutionary surface coating products, including but not limited to, SurfaceWise™ and
`SurfaceWise2™ (the “ABS Technology”). ABS’s SurfaceWise2™ is the first antiviral surface
`coating that the EPA has approved to continuously protect against COVID-19 with a single
`application.
`Grossman was a founder of ABS and was an employee of ABS from 2005 through
`9.
`mid-2018. Grossman maintains that he acted as Founder, President, and CEO of ABS from 2005
`COMPLAINT - 2
`CASE NO. 2:20-CV-01650
`
`
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`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
`

`

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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 3 of 14
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`to 2014 and as Chairman of the Board of Directors and Chief Technology Officer for ABS for
`from 2014 to 2018. Exhibit A. As an officer and director of ABS from 2005 through 2018,
`Grossman was a fiduciary of ABS. As a fiduciary, Grossman owed ABS the duty of utmost good
`faith and was required to refrain from acting in his own best interests.
`On April 30, 2018, ABS terminated Grossman’s employment. Then, effective
`10.
`May 1, 2018, ABS retained Grossman as an independent consultant under a written Consulting
`Agreement.1 ABS retained Grossman as an independent consultant to consult on “future patent
`filings and product development and design,” among other things. In June 2018, Grossman stepped
`down from ABS’s Board of Directors. On May 1, 2020, the Consulting Agreement terminated
`according to its terms. Since then, Grossman has held no formal or informal position at ABS.
`During the course and scope of his employment with ABS and as independent
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`consultant for ABS, Grossman helped to invent certain technology related to ABS’s business and
`portions of the ABS Technology (the “Grossman Inventions”). A key aspect of Grossman’s
`employment and consultancy with ABS was to help invent the Grossman Inventions and develop
`the ABS Technology. Some of the Grossman Inventions have been described or claimed in some
`of ABS’s patents and patent applications.
`Grossman’s Prior Assignment of the Grossman Inventions to ABS.
`B.
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`ABS has spent considerable time and resources working to obtain broad patent
`protection for the ABS Technology, including the Grossman Inventions. ABS owns over 82 patent
`filings worldwide, with approximately 53 issued patents and many pending applications in process.
`Given the extraordinary investment ABS has made in the ABS Technology and
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`corresponding intellectual property, it is natural that ABS should desire to confirm its ownership
`of the ABS Technology.
`As a fiduciary of ABS—and in furtherance of the duties of utmost good faith and
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`refraining from acting in his own self-interest—Grossman has an obligation to assign any rights
`
`1 ABS has previously provided a copy of Mr. Grossman’s Consulting Agreement referenced herein.
`COMPLAINT - 3
`CASE NO. 2:20-CV-01650
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 4 of 14
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`he may have had in the Grossman Inventions to ABS. Indeed, Grossman has previously executed
`a number of invention assignments in favor of ABS. See Exhibit B. Likewise, Grossman’s
`Consulting Agreement contains a broad assignment of all intellectual property to ABS, including
`any Grossman Inventions made during Grossman’s two-year tenue as an independent consultant.
`Grossman’s Consulting Agreement also includes non-complete provisions that prevent Grossman
`from engaging in business activities that do or may compete with ABS’s business during, and for
`twelve months after, his consultancy without ABS’s consent.
`C. Grossman Demands that ABS Make Additional Payments Related to the
`Grossman Inventions.
`Despite no longer being affiliated with ABS in any way, Grossman continues to
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`hold himself out as an agent of ABS and attempts to conduct business on behalf of ABS. Grossman
`has also used an ABS-like email signature block in a deceptive and misleading way, and apparently
`he claims some continuing ownership of the Grossman Inventions. E.g., Exhibit C; Exhibit D.
`On September 4, 2020, counsel for ABS sent a cease and desist letter to Mr.
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`Grossman demanding that he immediately cease this misleading and harmful conduct. Exhibit C.
`In an effort to resolve the dispute with Grossman and confirm ownership of the
`17.
`Grossman Inventions, ABS prepared a draft Confirmatory Assignment Agreement consolidating
`Grossman’s assignment records and reiterating that ABS is the sole owner of all Grossman
`Inventions.
`In response, Grossman’s counsel conceded that:
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`“Mr. Grossman agrees with ABS that what he invented relating to his work and
`consulting for ABS, pursuant to those agreements and relating to ABS’s
`business, belongs to ABS.”
`Exhibit E at 5 (emphasis added).
`Despite his counsel’s unequivocal statement, Grossman refused and, continues to
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`refuse, to sign the Confirmatory Assignment Agreement. Worse, Grossman and his counsel
`COMPLAINT - 4
`CASE NO. 2:20-CV-01650
`
`
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`
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`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
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`

`

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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 5 of 14
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`redlined the Confirmatory Assignment Agreement to include a baseless requirement that ABS pay
`Grossman significant, unearned additional compensation in exchange for Grossman’s execution
`of the document. Specifically, Grossman demands that ABS compensate him commensurate with
`“other recently-resigned directors” and that ABS permit him to “sell up to 10% of [Grossman’s]
`holdings” in ABS. Exhibit D; Exhibit E at 1.
`Grossman’s request for additional consideration is unconscionable for multiple
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`reasons. First, the Confirmatory Assignment Agreement is exactly that—a confirmation of ABS’s
`ownership of the Grossman Inventions, for which Grossman already received significant
`compensation. Second, Grossman’s demand for unearned compensation and attempt to somehow
`hold the Grossman Inventions hostage is unconscionable. Third, the specific compensation of other
`departing ABS directors is highly confidential ABS information that, as further discussed below,
`Grossman apparently acquired improperly. That Grossman then attempted to use this improperly-
`acquired information to squeeze money out of ABS is astounding.
`Grossman’s repeated refusals to sign the Confirmatory Assignment Agreement and
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`demands for additional compensation and consideration regarding the Grossman Inventions has
`created an ownership dispute over the Grossman Inventions.
`Grossman’s Misappropriation of ABS’s Trade Secrets.
`D.
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`In addition to his wrongful conduct regarding the Grossman Inventions, Grossman
`has also surreptitiously acquired ABS’s trade secrets.
`First, Grossman improperly acquired confidential information related to the terms
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`of an ABS director’s severance agreement and is now using that information to demand additional
`unearned compensation from ABS.
`ABS’s employee and director compensation information, including severance
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`terms, is highly confidential information. Indeed, ABS’s severance agreements include
`confidentiality clauses stating as much. ABS also stores all employee and director confirmation
`information on secure, password-protected computer systems with limited accessibility.
`COMPLAINT - 5
`CASE NO. 2:20-CV-01650
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`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
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`Bellevue, Washington 98007
` 425.748.5055
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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 6 of 14
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`Grossman served as an ABS officer and director for over a decade, meaning he is well aware of
`the confidential nature of compensation and severance terms and the efforts that ABS takes to
`maintain the confidentiality of such information.
`Nonetheless, Grossman improperly acquired information concerning departed ABS
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`directors’ confidential compensation and severance details and disclosed that information to third
`parties, including to Grossman’s counsel. As discussed above, Grossman’s counsel included the
`confidential compensation and severance details (that Grossman acquired from a recently-resigned
`ABS director) in a redline of the Confirmatory Assignment Agreement and demanded that
`Grossman be similarly compensated. ABS did not consent to Grossman’s acquisition or disclosure
`of any confidential compensation or severance terms.
`Severance terms, and compensation generally, constitute highly confidential
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`financial information that ABS places great value on. Such information is not shared amongst
`ABS directors or employees and, as noted above, ABS directors and employees are obligated to
`keep such information confidential. ABS takes these precautions because the disclosure of this
`confidential information could negatively impact ABS’s reputation and ability to compete in the
`marketplace, among other things. Case in point, Grossman improperly obtained the terms of
`another director’s severance and is now wrongfully using that information as leverage to secure a
`similar compensation package for himself.
` Second,
`in addition
`to surreptitiously acquiring confidential severance
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`compensation terms, on information and belief, Grossman has also secretly and improperly
`obtained critical ABS trade secrets from an ABS insider, including information related to ABS’s
`patent and innovation strategies. This technical information is highly confidential and relates to
`non-public ABS inventions and technologies.
`ABS’s trade secrets, including information related to ABS’s patent and innovation
`28.
`strategies, also derive independent economic value from not being generally known to, or readily
`ascertainably by, other persons and entities. For example, ABS’s trade secrets, which ABS has
`COMPLAINT - 6
`CASE NO. 2:20-CV-01650
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`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
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`Bellevue, Washington 98007
` 425.748.5055
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`

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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 7 of 14
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`spent over a decade developing, are vital to its surface coating product-focused business and
`provide ABS with a competitive advantage in the industry. ABS’s trade secrets, including its patent
`and innovation strategies, relate to ABS’s proprietary technologies and products, which are used
`and sold as part of ABS’s business throughout the United States.
`ABS takes the security of its confidential information and trade secrets seriously
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`and has made reasonable efforts to maintain the secrecy of that information and prevent the
`unauthorized disclosure or use of its trade secret information. For example, the ABS Employee
`Handbook requires employees to hold in confidence, and to not use or disclose, any ABS
`proprietary or confidential information outside of their employment with ABS. Similarly, ABS
`also requires independent contractors, including Grossman, to hold in confidence, and not to
`disclose or use, any ABS confidential information (which includes trade secrets) outside of their
`work for ABS. ABS stores ABS confidential information on secure, password protected computer
`systems with limited accessibility. Additionally, ABS’s severance agreements also include
`confidentiality provisions prohibiting the disclosure of the severance agreement’s term to third
`parties.
`Despite ABS’s efforts to maintain the confidentiality of its confidential information
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`and trade secrets, on information and belief Grossman used his insider knowledge and connections
`to willfully and maliciously misappropriate ABS’s trade secrets for his own benefit and to ABS’s
`detriment.
`Grossman’s misappropriation of ABS’s trade secrets is even more concerning given
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`that Grossman apparently started his own consulting company—Gman BioTech Consulting,
`Inc.—in 2018 while he was still a consultant at ABS. In addition to apparently improperly
`competing with ABS in violation of his Consulting Agreement, Grossman may also benefit greatly
`from misappropriating ABS’s confidential information and trade secrets.
`/ / /
`/ / /
`COMPLAINT - 7
`CASE NO. 2:20-CV-01650
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`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
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`Bellevue, Washington 98007
` 425.748.5055
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`

`

`
`
`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 8 of 14
`
`IV. CLAIMS FOR RELIEF
`FIRST CLAIM FOR RELIEF
`Declaratory Judgment of Ownership of the Grossman Inventions
`ABS repeats and re-alleges the foregoing allegations as if fully set forth herein.
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`From 2005 to 2018, Grossman was an officer or director of ABS and owed a
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`fiduciary duty to ABS during the entirety of his tenure in those positions.
`Grossman invented the Grossman Inventions during the course and scope of his
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`work as an ABS employee and independent consultant, and the Grossman Inventions relate
`directly to the work Grossman performed as an ABS employee and independent consultant.
`As a fiduciary of ABS, Grossman was obligated to assign the Grossman Inventions
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`to ABS, rendering ABS the sole owner of the Grossman Inventions.2 See NEV. REV. STAT. 78.138
`(officers and directors of Nevada corporation are fiduciaries); see also Miller v. GTE Corp., Civ.
`A. No. H-88-1176, 1989 WL 258184, at *2 (S. D. Tex. Apr. 7, 1989) (“Among the obligations
`which this fiduciary duty imposes . . . is the one that any inventions which he may develop while
`occupying such a position and which relate to the occupation of the corporation must be assigned
`to the corporation for its benefit.”) (citing Davis v. Alwac Int’l, Inc., 369 S.W.2d 797, 802 (Tex.
`Civ. App.—Beaumont 1963, writ ref’d n.r.e.)).3
`/ / /
`
`
`2 The prevailing trend in the United States requires fiduciaries to assign inventions to their employers. See, e.g.,
`Dermworx v. Cooper, No. 09-60284-CIV, 2009 WL 1726333, at *6-7 (S.D. Fla. June 16, 2009) (applying Delaware
`law); Ono’s Trading Co. v. Parnell, No. 04-0706-CG-C, 2006 WL 8437743, at *8 (S.D. Ala. Nov. 22, 2006) (applying
`Alabama law); In re Stonecraft, 322 B.R. 623, 631-35, 644 (Bankr. S.D. Miss. 2005) (applying Michigan law); In re
`Holcomb Health Care Servs., LLC, 329 B.R. 622, 664 (Bankr. M.D. Tenn. 2004) (applying Tennessee law); Lacy v.
`Rotating Prods. Sys., Inc., 961 P.2d 1144, 1145 (Colo. App. 1998) (applying Colorado law); Edwards v. Camling
`Eng’g Corp., 322 Md. 535, 550 (Md. App. 1991) (applying Maryland law); Great Lakes Press Corp. v. Froom, 695
`F. Supp. 1440, 1445-49 (W.D.N.Y. 1987) (applying New York law); Davis v. Alwac Int’l, Inc., 369 S.W.2d 797 (Tex.
`Civ. App. 1963) (applying Texas law); 18 AIPLA Q.J. 127, 132, 147-54 (1990).
`
` 3
`
` While ABS does not contend that Washington law governs the ownership of the Grossman Inventions, Washington
`law imposes significant fiduciary duties on corporate officers and directors, and such persons “are not permitted to
`retain any personal profit or advantage gleaned ‘on the side.’” Kesselring v. Kesselring, No. 78764-1-I, 2020 WL
`1675788 (Wash. Ct. App. Apr. 6, 2020).
`COMPLAINT - 8
`CASE NO. 2:20-CV-01650
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`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
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`Bellevue, Washington 98007
` 425.748.5055
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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 9 of 14
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`In addition, Nevada law, which controls ABS’s governance, absolutely vests ABS
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`with full ownership in the Grossman Inventions. NEV. REV. STAT. 500.600 (2019) (“Except as
`otherwise provided by express written agreement, an employer is the sole owner of any patentable
`invention or trade secret developed by his or her employee during the course and scope of the
`employment that relates directly to work performed during the course and scope of the
`employment.”). Grossman, as a founder of ABS, made a conscious decision to incorporate ABS
`under Nevada law, and thus he cannot complain about the application of that law to him.
`As described above, Grossman’s counsel has also acknowledged in writing that—
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`pursuant Grossman’s agreements with ABS—Grossman is obligated to assign the Grossman
`Inventions to ABS.
`Despite these clear obligations and acknowledgements, Grossman has refused and
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`continues to refuse to execute the Confirmatory Assignment Agreement unless ABS pays him
`significant, unearned cash compensation and other consideration, apparently believing he has some
`continuing ownership interest in the Grossman Inventions. Thus, a case or controversy with respect
`to ownership of the Grossman Inventions exists.
`Accordingly, ABS requests that this Court enter an order, pursuant to 28 U.S.C.
`39.
`§§ 2201-2202, declaring ABS the owner of the Grossman Inventions. ABS further requests that
`the Court award ABS its reasonable and necessary attorneys’ fees incurred in bring its declaratory
`judgment action against Grossman.
`SECOND CLAIM FOR RELIEF
`Misappropriation of Trade Secrets Under the Defend Trade Secrets Act
`ABS repeats and re-alleges the foregoing allegations as if fully set forth herein.
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`As set forth above, ABS developed certain trade secret information, including but
`not limited to ABS’s patent and innovation strategies, which is vital to ABS’s business and success
`in the surface coating market. ABS has spent over a decade developing its trade secrets, which
`
`COMPLAINT - 9
`CASE NO. 2:20-CV-01650
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`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
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`Bellevue, Washington 98007
` 425.748.5055
`
`

`

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`provides ABS with a competitive advantage in the industry. This information constitutes “trade
`secrets” under the DTSA, 18 U.S.C. §§ 1836 et seq.
`As further set forth above, ABS’s trade secrets derive independent economic value
`42.
`from not being generally known to, and not being readily ascertainable through proper means by,
`other persons and entities who could obtain economic value from the disclosure or use of ABS’s
`trade secrets.
`ABS’s trade secrets are used in interstate commerce, at least because ABS utilizes
`43.
`its trade secrets in its proprietary surface-coating products, which are sold in Texas and across the
`United States.
`Under the DTSA, on information and belief Grossman misappropriated ABS’s
`44.
`trade secrets by making unauthorized use and/or disclosure of ABS’s trade secrets and/or by
`acquiring ABS’s trade secrets through improper means, including by inducing ABS’s current or
`former employees, officers, or directors, to breach a duty to maintain the confidentiality of ABS’s
`trade secrets.
`ABS has made reasonable efforts to maintain the secrecy of its trade secrets and to
`45.
`prevent the unauthorized disclosure or use of its trade secret information through: (a) requiring
`employees to hold in confidence, and not to disclose or use, any ABS proprietary or confidential
`information outside of their employment with ABS; (b) requiring independent contractors,
`including Grossman, to hold in confidence, and not to disclose or use, any ABS proprietary or
`confidential information (which includes trade secrets) outside of their work for ABS; and
`(c) storing ABS confidential information on secure, password protected computer systems with
`limited accessibility, among other efforts.
`Unless enjoined, Grossman’s misappropriation of ABS’s trade secrets will cause
`46.
`ABS great and irreparable harm, and ABS has no adequate or other remedy at law for such acts.
`Accordingly, ABS is entitled to preliminary and permanent injunctive relief.
`/ / /
`COMPLAINT - 10
`CASE NO. 2:20-CV-01650
`
`
`
`
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
`

`

`
`
`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 11 of 14
`
`As a direct, proximate, and foreseeable result of Grossman’s misappropriation of
`47.
`ABS’s trade secrets, ABS has been damaged in an amount not yet fully ascertained. ABS is
`entitled to damages, including statutory damages, unjust enrichment damages, and other damages
`under the DTSA.
`
`THIRD CLAIM FOR RELIEF
`Misappropriation of Trade Secrets Under Uniform Trade Secrets Act4
`ABS repeats and re-alleges the foregoing allegations as if fully set forth herein.
`48.
`49.
`As set forth above, ABS developed certain trade secret information, including but
`not limited to ABS’s patent and innovation strategies, which is vital to ABS’s business and success
`in the surface coating market. ABS has spent over a decade developing its trade secrets, which
`provides ABS with a competitive advantage in the industry. This information constitutes “trade
`secrets” under the Texas, Nevada, and Washington Uniform Trade Secrets Acts (together, the
`“UTSA”). TEX. CIV. PRAC. REM. CODE § 134A; NEV. REV. STAT. § 600A; WASH. REV. CODE §
`19.108.010.
`As further set forth above, ABS also keeps confidential certain trade secrets relating
`50.
`to employee, officer, and/or director compensation and severance terms, which are vital to ABS’s
`business and ability to remain competitive in the surface coating market. This information also
`constitutes “trade secrets” under the UTSA.
`As further set forth above, ABS’s trade secrets derive independent economic value
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`from not being generally known to, and not being readily ascertainable through proper means by,
`other persons and entities who could obtain economic value from the disclosure or use of ABS’s
`trade secrets.
`Under the UTSA, Grossman misappropriated ABS’s trade secrets by making
`52.
`unauthorized use and/or disclosure of ABS’s trade secrets and/or by acquiring ABS’s trade secrets
`
`4 Each of Texas, Nevada, and Washington have adopted the Uniform Trade Secrets Act (“UTSA”). See TEX. CIV.
`PRAC. REM. CODE § 134A; NEV. REV. STAT. § 600A; WASH. REV. CODE § 19.108.010. Thus, ABS pleads each state’s
`statute in the alternative.
`COMPLAINT - 11
`CASE NO. 2:20-CV-01650
`
`
`
`
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
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`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 12 of 14
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`through improper means, including by inducing ABS’s current or former employees, officers, or
`directors, to breach a duty to maintain the confidentiality of ABS’s trade secrets.
`As set forth above, ABS has made reasonable efforts to maintain the secrecy of its
`53.
`trade secrets and to prevent the unauthorized disclosure or use of its trade secret information
`through: (a) requiring employees to hold in confidence, and not to disclose or use, any ABS
`proprietary or confidential information outside of their employment with ABS; (b) requiring
`independent contractors, including Grossman, to hold in confidence, and not to disclose or use,
`any ABS proprietary or confidential information (which includes trade secrets) outside of their
`work for ABS; and (c) storing ABS confidential information on secure, password protected
`computer systems with limited accessibility, among other efforts.
`In addition, ABS made reasonable efforts to maintain the secrecy of the ABS
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`compensation and severance information by imposing confidentiality obligations on employees,
`officers, directors, and consultants as part of their work for ABS.
`Unless enjoined by this Court, Grossman’s misappropriation of ABS’s trade secrets
`55.
`will cause ABS great and irreparable harm, and ABS has no adequate or other remedy at law for
`such acts. Moreover, Grossman’s use and disclosure of ABS’s trade secrets to demand additional,
`unearned compensation will irreparably harm ABS. Accordingly, ABS is entitled to preliminary
`and permanent injunctive relief.
`As a direct, proximate, and foreseeable result of Grossman’s willful and malicious
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`misappropriation of ABS’s trade secrets, ABS has been damaged in an amount not yet fully
`ascertained. ABS is entitled to actual damages and exemplary damages, and other damages under
`the UTSA.
`
`FOURTH CLAIM FOR RELIEF
`Breach of Fiduciary Duty
`ABS repeats and re-alleges the foregoing allegations as if fully set forth herein.
`
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`
`/ / /
`COMPLAINT - 12
`CASE NO. 2:20-CV-01650
`
`
`
`
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
`

`

`
`
`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 13 of 14
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`Grossman was a senior corporate officer and member of the ABS board of directors
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`during his employment and as an independent contracted for ABS. Grossman owed ABS a duty
`to act in good faith and in ABS’s best interest.
`Grossman breached his fiduciary duty to ABS by, among other things, refusing to
`59.
`assign the Grossman Inventions to ABS, continuing to assert an ownership interest in the
`Grossman Inventions, and using a spurious claim over the Grossman Inventions to demand that
`ABS pay him unearned compensation and other consideration.
`Grossman’s breach of his fiduciary duty was intentional.
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`Grossman’s breach of his fiduciary duty has damaged, and will continue to damage,
`ABS, and Grossman has benefited as a result.
`ABS seeks all actual damages resulting from Grossman’s breach of his fiduciary
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`duty to ABS. In addition, ABS is entitled to exemplary damages because Grossmans conduct
`stated herein was willful and malicious.
`PRAYER FOR RELIEF
`V.
`WHEREFORE, ABS respectfully requests that the Court enter judgment in its favor, and
`against Grossman, as follows:
`As to the First Claim for Relief, granting ABS’s request for declaratory
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`judgment that it is the sole owner of all of the Grossman Inventions;
`Upon application, a temporary restraining order, a preliminary injunction,
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`and a permanent injunction:
`a. Enjoining Grossman from claiming any ownership interest in the
`Grossman Inventions;
`b. Enjoining Grossman from accessing, using, disclosing, distributing,
`disseminating, or discussing ABS’s trade secret information; and
`c. Enjoining Grossman from inducing any former or current employee,
`officer, or director to breach any agreement or duty to ABS; and
`
`COMPLAINT - 13
`CASE NO. 2:20-CV-01650
`
`
`
`
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
`

`

`
`
`Case 2:20-cv-01650 Document 1 Filed 11/09/20 Page 14 of 14
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`d. Ordering Grossman to return to all information, documents, and
`tangible things in his possession, custody, or control, whether in
`physical or digital format, including any and all copies thereof, that
`contain ABS’s confidential or trade secret information.
`As to the Second, Third, and Fourth Claims for Relief, that ABS recover
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`compensatory damages, statutory damages, exemplary damages, and any other damages to which
`ABS is entitled in an amount to be shown at trial;
`As to the Second and Third Claims for Relief, reasonable attorneys’ fees.
`4.
`5.
`That ABS recover the costs of this action, including pre- and post-judgment
`interest, costs, and other expenses incurred in connection with this action; and
`That ABS recover any other legal or equitable relief in favor of ABS that
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`this Court deems just and proper.
`
`Dated: November 9, 2020
`
`
`
`
`SNELL & WILMER L.L.P.
` s/ Clifford S. Davidson
`By:
`Clifford S. Davidson, WSBA 48313
`csdavidson@swlaw.com
`
`Charles M. Jones, II (pro hac vice to be filed)
`Texas State Bar No. 24054941
`Tiffany Cooke (pro hac vice to be filed)
`Texas State Bar No. 24087340
`HAYNES AND BOONE, LLP
`2323 Victory Avenue, Suite 700
`Dallas, TX 75219
`Telephone: 214.651.5000
`Facsimile: 214.651.5940
`charlie.jones@haynesboone.com
`tiffany.cooke@haynesboone.com
`
`Attorneys for Plaintiff Allied Bioscience, Inc.
`
`
`
` 4811-1442-7601
`
`
`COMPLAINT - 14
`CASE NO. 2:20-CV-01650
`
`
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`
`
`Snell & Wilmer
`2018 156th Avenue NE, Suite 100
`
`Bellevue, Washington 98007
` 425.748.5055
`
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