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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Fort Lauderdale Division

Case No. 20-cv-61456-RS

ABS HEALTHCARE SERVICES, LLC, a 

Florida limited liability company, and 

HEALTH OPTION ONE, LLC, a Florida 

limited liability company,

Plaintiffs,

vs.

MAXIM HEALTH INC., a California 

corporation,

Defendants.

________________________________________/

SECOND AMENDED COMPLAINT1

Plaintiffs ABS Healthcare Services, LLC (“ABS”) and Health Option One, LLC

(“HOO”), doing business as Insurance Care Direct, (collectively, “ICD”), allege upon personal 

knowledge as to their own acts and status and upon information and belief as to all other matters 

as follows:

INTRODUCTION 

1. ICD, a family-owned business, has been harmed by Defendant Maxim Health 

Inc.’s (“Maxim”) tortious interference with ICD’s business and contractual relations. ICD seeks 

to hold Maxim responsible for its intentional and unjustified actions, and to prevent it from 

further harming ICD’s business. 

1 Plaintiffs file this Second Amended Complaint in accordance with the Court’s February 8, 2022 

Order [DE 113] directing Plaintiffs to file an amended complaint to “list the citizenship of all 

members of the limited liability companies.” [DE 113] at 2. The only difference between this 

Second Amended Complaint and the First Amended Complaint [DE 65] is in paragraphs 2 and 3, 

where Plaintiffs list the names of the LLC members and their state of residence—Florida.

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THE PARTIES

2. Plaintiff ABS is a Florida business with Florida residents Arnold Cohen, Bradley 

Cohen, and Seth Cohen as members of the LLC, and operates as a licensed virtual insurance 

agency providing consumers access to benefit products.

3. Plaintiff HOO is a Florida business doing business under the name ICD, with 

Florida residents Arnold Cohen, Bradley Cohen, and Seth Cohen as members of the LLC, and 

does business as a licensed general insurance agency that provides marketing and compliance 

support and access to products including, but not limited to, limited medical, short term medical, 

term life, final expense, accidental death, critical illness, dental and discount medical coverage 

and services such as telehealth access to sub-agencies. 

4. Maxim is a California corporation. Maxim is a health and life insurance agency 

and is in the business of selling limited benefit insurance plans.

JURISDICTION AND VENUE

5. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332, as the 

parties are completely diverse in citizenship and the amount in controversy exceeds $75,000, 

exclusive of interest, costs, and attorney’s fees.

6. Maxim is subject to this Court’s jurisdiction pursuant to Fla. Stat. 

§ 48.193(1)(a)(1) because it operates, conducts, engages in, or carries on business or business 

venture in this state and pursuant to Fla. Stat. §48.193(1)(a)(2) because it committed tortious acts 

within this state, including by interfering with ICD’s relationships with its Florida-based agents, 

customers, and prospective customers. Maxim has engaged in continuous and substantial 

business activity in the State of Florida. Florida residents account for a significant portion of 

Maxim’s total sales. 

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7. Maxim has had sufficient minimum contacts with the State of Florida including

by targeting the State by having its agents travel to the State of Florida for business and engaging

in electronic and telephonic communications relating to business in the State of Florida. 

8. Venue is proper pursuant to 28 U.S.C. § 1391(b) because a substantial part of the 

events giving rise to this action occurred within this District. 

FACTUAL ALLEGATIONS

9. ICD is a family-owned business established in 2001, which has grown into one of 

the nation’s largest health and life insurance general agencies. 

10. Among other things, ICD offers insurance plans and tailored memberships that 

include health benefits, products, and services (“ICD Plans”) to individuals. The ICD Plans 

include insurance underwritten by a diverse group of benefit companies and insurance carriers. 

ICD provides marketing and compliance support and access to products including, but not 

limited to, limited medical, short term medical, term life, final expense, accidental death, critical 

illness, dental and discount medical coverage and services such as telehealth.

11. Individuals become insureds under the ICD Plans by becoming members of the 

association or other group to which a master group insurance policy has been issued by the 

insurance carrier. Association membership also provides access to benefit services such as 

telehealth. 

12. ICD identifies prospective customers by purchasing “leads” from third parties or 

by acquiring “leads” through a subsidiary. These leads consist of the names of individuals who 

have expressed a desire to obtain health insurance or benefits through insurance plans such as the 

ICD Plans.

13. ICD markets to these prospective customers through insurance agencies with 

which it contracts. The insurance agencies are licensed under the laws of the applicable states, 

including Florida. The insurance agencies operate call centers which place calls to the 

prospective customers identified in the leads provided by ICD and market the ICD Plans to them. 

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14. The individuals who staff the call centers and actually make the sales calls to 

prospective customers are insurance agents licensed under the laws of the applicable states, 

including Florida. The agents list their licenses under the insurance agencies that have 

contracted with ICD. 

15. To market and sell ICD Plans, ICD (or its affiliates) enters into Florida 

agreements with, among others, agents, which authorize agents to market ICD Plans (the 

“Florida ICD Exclusive Agent Agreements”). These agreements are entered into in Florida for 

performance in Florida and elsewhere and are governed by Florida law. 

16. Pursuant to the Florida ICD Exclusive Agent Agreements, Agents are: (a)

authorized to solicit customers only for insurance plans marketed and sold by ICD (the “ICD 

Plans”); (b) permitted to use ICD’s confidential and trade secret information only in connection 

with the marketing and sale of ICD Plans; (c) prohibited from inducing ICD’s customers or 

prospective customers to discontinue doing business with ICD; and (d) prohibited from selling or 

offering to sell non-ICD Plans. 

17. The Florida ICD Exclusive Agent Agreement contains the following provisions: 

confidentiality; non-solicitation; exclusivity, and non-disclosure. 

a) Confidentiality: Agents agree to use ICD’s “Confidential Information only for the 

purpose for which it was disclosed and only to carry out the provisions of this Agreement 

. . . not [to] disclose [ICD’s] Confidential Information to third parties unless necessary to 

meet its obligations under this Agreement, and then only to a third party similarly bound 

by the same privacy standards and agreements . . . [to] continue to treat the other party’s 

Confidential Information in this manner even after termination of this Agreement” (§ 

XII(C)).

b) Non-Solicitation: Agents agree “not induce or attempt to induce any benefit 

providers, carriers, customers, employees, licensed agents, representatives, agencies of 

record and/or any agents of record to discontinue their association with ICD.” (§ XIII).

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c) Exclusivity: Agents agree that “the relationship between ICD, its customers, 

benefit providers, carriers, agencies, and/or agents are unique and agrees not to contact 

those customers, benefit providers, carriers, agencies and/or agents for commercial 

purposes other than on behalf of ICD for the entire term of this Agreement and for a 

period of twenty-four months upon termination of the [sic] this Agreement.” (§ XII(F)). 

d) Mutual Non-Disclosure: Agents agree they obtain Confidential Information “for 

the sole purpose of exploring, developing and conducting business [with ICD].” (Mutual

Non-Disclosure Agreement § 2).

e) All materials provided by ICD to Agents “shall be used exclusively in the 

performance of this Agreement and may not be used or distributed for any other 

purpose.” (§X (J)). 

f) Confidential information includes ICD’s: (i) customer information (§XII(A)); and 

(ii) business plans and processes, customer lists, products and intellectual property 

(§XII(B). 

18. Agents are compensated for selling benefit plans only on behalf of ICD.

19. Maxim was formed in 2017 for the purpose of inducing, facilitating, profiting 

from and concealing the breach by Agents and others of their duties and obligations to ICD 

individually by directly competing with ICD in selling non-ICD products to customers. It did so

using and disclosing ICD’s confidential information and trade secrets to illicitly compete with 

ICD, soliciting and inducing ICD’s actual and prospective customers to not do business with 

ICD, and instead to do business with Maxim and others selling products of similar type to those 

that ICD markets.

20. In inducing, facilitating, profiting from, and concealing the breach by Agents and 

others of their duties and obligations to ICD, and in soliciting and inducing ICD’s actual and 

prospective customers to not do business with ICD, and instead to do business with Maxim and 

others selling products of similar type to those that ICD markets, including by using and 

disclosing ICD’s confidential information and trade secrets to illicitly compete with ICD, Maxim 

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acted in concert with, among others, Florida residents Andrew Shader, Corey Shader, and Adam 

Beeman and two Florida corporations, National Health Solutions Inc. (“NHS”) and Kratos 

Investments LLC (“Kratos”).

21. Florida residents, including the Shaders and Beeman, and Florida companies, 

including Kratos, provided the funding that allowed Maxim to engage in its illicit activities.

22. Contemporaneous text messages from the phone of a now-deceased participant in 

Maxim’s scheme, Brett Mason, lay bare how Maxim sought to interfere with ICD’s agents and 

business relations. The text messages show that Maxim began its operations under the radar, 

including through the use of aliases, in order to hide its illicit competition from ICD.

23. In this suit, ICD seeks to recover damages resulting from Maxim’s illegal activity 

that is depriving ICD of customers and revenue and harming its business.

COUNT I: TORTIOUS INTERFERENCE WITH AGENT AGREEMENT

24. ICD incorporates the allegations set forth in Paragraphs 1 through 23.

25. The Florida ICD Exclusive Agent Agreement is a valid and binding contract 

between ICD and its agents, and includes provisions requiring confidentiality, non-solicitation, 

and exclusivity. 

26. At all material times, Maxim was aware of the Florida ICD Exclusive Agent 

Agreement, including the confidentiality and non-compete provisions

27. Maxim committed intentional acts designed to induce a breach of the contractual 

relationship between ICD and its Agents and others by soliciting and causing its Agents to 

breach their contractual and fiduciary obligations to ICD, including exclusivity, non-solicitation, 

and confidentiality provisions of the Florida ICD Exclusive Agent Agreement. 

28. Maxim’s conduct in fact resulted in the breach of the Florida ICD Exclusive 

Agent Agreement when ICD’s Agents violated the exclusivity, non-solicitation, and 

confidentiality provisions of the agreement by using ICD’s confidential information to market 

and sell the products that ICD sells to ICD’s current and potential customers. 

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29. Maxim’s interference was intentional and unjustified. 

30. ICD has been and continues to be damaged as a result of Maxim’s tortious 

interference with the Florida ICD Exclusive Agent Agreement. 

COUNT II: TORTIOUS INTERFERENCE WITH BUSINESS RELATIONSHIPS

31. ICD incorporates the allegations set forth in Paragraphs 1 through 23.

32. At all relevant times, ICD had an economic relationship with, among others, its 

Agents, customers and prospective customers, call centers, insurance carriers, lead generators, 

and administrators.

33. ICD has economic relationships with individuals that were members of the ICD 

Plans as a result of ICD’s marketing and related efforts.

34. ICD generated and acquired leads to prospective customers to market its plans for 

insurance products (the “leads”). 

35. Through the acquisition and development of leads to customers, ICD has a 

protectable business relationship with consumers identified in leads, which constituted 

identifiable prospective customers of ICD who could have participated in an ICD plan but for 

being offered a competitive product by Maxim. But for Maxim’s conduct, there is a significant 

probability that these customers would have purchased insurance products from ICD, resulting in 

an economic benefit to Plaintiff. 

36. Maxim improperly interfered with ICD’s relationships with call centers, including 

by soliciting and inducing ICD’s Agents to breach their contractual and fiduciary obligations to 

ICD, improperly recruiting agents away from call centers, improperly inducing individuals who 

ran and/or operated ICD exclusive call centers to open and operate call centers associated with 

Maxim instead of fulfilling their obligation to operate ICD call centers, and otherwise.

37. Maxim improperly interfered with ICD’s business relationships with lead 

generation companies, including by illicitly establishing sham competing entities, improperly 

diverting leads from ICD and its affiliates, and otherwise.

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38. Maxim improperly interfered with ICD’s business relationships with 

administrators, including by improperly entering into relationships with those administrators to 

the detriment of ICD’s relationships with those administrators and by otherwise engaging in 

improper conduct that harmed ICD’s relationships with those administrators.

39. ICD has legal rights under these existing and prospective business relationships. 

40. At all material times, Defendant was aware of ICD’s current and prospective 

business relationships. 

41. Defendant interfered with these business relationships, including by inducing or 

otherwise causing existing prospective customers to not do business with ICD. 

42. Defendant’s actions were intentional and unjustified. ICD has been and continues 

to be damaged as a result of Defendant’s tortious interference with its business and actual 

prospective customers, call centers, insurance carriers, and lead generators. 

COUNT III: MISAPPROPRIATION OF TRADE SECRETS FL Stat. Ch. 688 AND THE 

DEFEND TRADE SECRET ACT 18 USC §1836

43. ICD incorporates the allegations set forth in Paragraphs 1 through 23.

44. Defendant has misappropriated trade secrets under the Florida Uniform Trade 

Secrets Act Chapter 688 and The Defend Trade Secrets Act, 18 U.S.C. 1836, et seq.

45. ICD’s Agents agreed to use ICD’s confidential information (“Confidential 

Information”) “only for the purpose for which it was disclosed and only to carry out the 

provisions of this Agreement,” and to continue to treat ICD’s Confidential Information “in this 

manner even after termination of this Agreement.” (§ XII(C)).

46. In order to allow ICD’s Agents to perform their duties under the Florida ICD 

Exclusive Agent Agreement, ICD furnished them with trade secret information (“Trade 

Secrets”).

47. The Trade Secret information included, but is not limited to, recruitment 

strategies, agency and agent on-boarding methods, proprietary business information, rating 

models, product specifications, product design, actuarial models, underwriting guidelines, 

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customer names, customer lists, proprietary prospect generation platform intellectual property, 

proprietary marketplace intellectual property, portals granting access to carrier products, thirdparty and association benefit products, market information, market share data, marketing plans, 

product design and pricing strategies, product or service ideas or plans access, ICD sub-agency 

introductions and sales meeting content, producer compensation plans (e.g., commission 

structure and advances), introductions to third-party insurers vendors, introductions to insurers 

for insurer agreements and insurer appointments, licensing strategy and design, technical sales 

support for enrollment platforms, data, know-how, research, and any documents, reports, notes, 

analyses, compilations, studies, interpretations, copies, or other materials that contain or are 

based upon trade secrets. 

48. ICD’s Agents agreed not to disclose the Trade Secret information to third parties 

without prior written consent of ICD and agreed not to use ICD’s Confidential Information and 

Trade Secrets “to develop any product or service, which is the same as or similar to any product 

or service sold on behalf of ICD” and that they “shall not divulge in any manner whatsoever the 

methods ICD utilizes to anyone other than agent or agency of record.” (§ XII(F)). Maxim, 

through ICD’s Agents and others, wrongfully accessed and utilized ICD’s Trade Secrets.

49. ICD’s Agents also entered into a Mutual Non-Disclosure Agreement with ICD 

(“NDA”) in which they agreed that they would use ICD’s Confidential Information and Trade 

Secrets only in connection with the performance of the ICD Exclusive Agent Agreement and not 

for his own commercial gain in competition with ICD. (NDA ¶ 6). Maxim, through ICD’s 

Agents and others, wrongfully utilized ICD’s Confidential Information and Trade Secrets. 

50. ICD’s Agents acknowledged and agreed that use of ICD’s Confidential 

Information other than as permitted under the ICD Exclusive Agent Agreement would cause ICD 

irreparable harm for which it would not have an adequate remedy at law, and such improper use 

of ICD’s Confidential Information would entitle ICD to pursue injunctive relief and money 

damages. (NDA ¶ 7). 

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51. ICD’s Agents had access to ICD’s Trade Secrets and provided that access to 

Maxim.

52. The Trade Secrets were developed by ICD through substantial effort and expense. 

53. ICD derives significant economic value from the Trade Secrets, which are not 

generally known and not readily ascertainable by, other people who may be able to obtain 

economic value from their disclosure. 

54. ICD has taken reasonable steps to maintain the secrecy and confidentiality of the 

Trade Secrets, including through agreements that prohibit disclosure and unauthorized use of the 

Trade Secrets.

55. Defendant knew of the existence of the Trade Secrets at all material times.

56. Defendant has misappropriated the Trade Secrets by and through improper means 

by, among other things, by using the Trade Secrets to solicit and poach ICD’s actual and 

prospective customers and entities having business relationships with ICD. Defendant knew, or 

had reason to know, the Trade Secrets were obtained by improper means. 

57. Defendant’s misappropriation of the Trade Secrets has damaged (and continues to 

damage) ICD. 

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs respectfully requests the following relief:

1. A jury trial for those issues so triable;

2. An award of compensatory and punitive damages in an amount in excess of 

$75,000 to be proved at trial;

3. Disgorgement of revenues, profits and unjust enrichment derived from 

Defendant’s injurious conduct;

4. All costs and expenses to which ICD is entitled, including reasonable attorneys’ 

fees to the extent permitted by law;

5. Prejudgment and post judgment interest; 

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6. An injunction preventing Maxim, acting through its employees and/or agents, 

from using ICD’s trade secrets; and

7. Such other and further relief the Court deems appropriate.

DEMAND FOR JURY TRIAL

ICD demands a trial by jury on all issues so triable.

Dated: February 14, 2022 Respectfully submitted,

BOIES SCHILLER FLEXNER LLP

By: /s/ Sigrid McCawley

Sigrid S. McCawley, Esq.

Fla. Bar No. 129305

Carlos M. Sires, Esq.

Fla. Bar No. 319333

401 East Las Olas Blvd., Suite 1200

Fort Lauderdale, Florida 33301

Telephone: (954) 356-0011

Facsimile: (954) 356-0022

Email: smccawley@bsfllp.com

Email: csires@bsfllp.com

Email: ftleserve@bsfllp.com

Attorneys for Plaintiffs

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