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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Fort Lauderdale Division

Case No. _____________________________

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.

________________________________________/

COMPLAINT 

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

THE PARTIES

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

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

2. Maxim Health Inc. (“Maxim”) is a California corporation. Maxim is an insurance 

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

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JURISDICTION AND VENUE

3. 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.

4. 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. Maxim has been engaging business which has been continuous and substantial 

business activity in the State of Florida. Maxim has had sufficient minimum contacts with the 

State of Florida including having its agents travel to the State of Florida for business and 

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

5. 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

6. ICD enters into Florida agreements with agents, which authorize agents to market 

ICD plans to sell limited benefit insurance 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. 

7. 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 

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

offering to sell non-ICD Plans. 

8. 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).

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)). 

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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). 

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

10. 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, 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.

11. 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 

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

Andrew Beeman and two Florida Corporations, National Health Solutions Inc. and Kratos 

Investments LLC.

12. 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

13. ICD incorporates the allegations set forth in Paragraphs 1 through 12.

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14. 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. 

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

Agreement, including the confidentiality and non-compete provisions

16. 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. 

17. 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. 

18. Maxim’s interference was intentional and unjustified. 

19. 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

20. ICD incorporates the allegations set forth in Paragraphs 1 through 12.

21. At all relevant times, ICD had an economic relationship with its Agents and 

others. 

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

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

23. ICD generated and cultivated leads to prospective customers to market its plans 

for insurance products (the “leads”). 

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

protectable business relationship with consumers identified in leads, which constituted 

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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. 

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

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

business relationships. 

27. Defendant interfered with these business relationships by inducing or otherwise 

causing existing prospective customers to not do business with ICD. 

28. 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. 

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

DEFEND TRADE SECRET ACT 18 USC §1836

29. ICD incorporates the allegations set forth in Paragraphs 1 through 12.

30. 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.

31. 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)).

32. 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”).

33. 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. 

34. 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 he “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.

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

(“NDA”) in which he agreed that he 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. 

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

Maxim.

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

39. 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. 

40. 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.

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

42. 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. 

43. 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

4. 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: July 17, 2020 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

James Fox Miller

Fla. Bar No. 95070

2435 Hollywood Boulevard

Hollywood, FL 33020

Telephone: (954) 924-0300

Facsimile: (954) 924-0311

Email: jfmiller@bsfllp.com

Attorneys for Plaintiffs

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