Findora Sues Charles Lu

E-FILED
11/6/2020 12:16 PM
TYLER NEWBY (CSB N0. 205790) Clerk of Court
[email protected] Superior Court of CA,
JENNIFER BRETAN (CSB No. 233475) County of Santa Clara
[email protected]
ZOCV372622
CASEY O’NEILL (CSB N0. 264406)
Reviewed By: R. Walker
[email protected]
JOSHUA PARR (CSB No. 318549)
[email protected]
FENWICK & WEST LLP
555 California Street, 12th Floor
San Francisco, CA 94104
Telephone: 415.875.2300
Facsimile: 415.281.1350
FELIX LEE (CSB No. 197084)

fl[email protected]
FENWICK & WEST LLP
801 California Street
10 Mountain View, CA 94041
Telephone: 650.988.8500
11 Facsimile: 650.938.5200
12 Attorneys for Plaintiff

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Temujin Labs Inc.
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14 SUPERIOR COURT OF THE STATE OF CALIFORNIA
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15 COUNTY OF SANTA CLARA

16 TEMUJIN LABS INC, Case N0.: ZOCV372622
17 Plaintiff, COMPLAINT FOR DECLARATORY
RELIEF, CIVIL CONSPIRACY,
18 V. TORTIOUS INTERFERENCE, BREACH
0F CONTRACT, TRADE SECRET
19 ARIEL ABITTAN, BENJAMIN FISCH, MISAPPROPRIATION UNDER CAL. CIV.
CHARLES LU, and DOES 1—10, CODE §§ 3426 ET SEQ, VIOLATION 0F
20 inclusive, CAL. PENAL CODE 502(C),
CONVERSION, BREACH 0F FIDUCIARY
21 Defendants. DUTY, AND DAMAGES AND
INJUNCTIVE RELIEF
22
[DEMAND FOR JURY TRIAL]
23
24
25
26 Plaintiff Temujin Labs Inc. (“Temujin” or the “C0mpany”) hereby alleges for its
27 Complaint against defendants Ariel Abittan, Benjamin Fisch, and Charles Lu as follows, upon
28 information and belief:
COMPLAINT CASE NO:

NATURE OF THE CASE
This case arises in the high technology space. Plaintiff Temujin Labs Inc. (also known as
“Findora”) is a successful financial technology company founded at Stanford University.
Defendants are (1) an investor in an unrelated company, (2) a former consultant t0 the Company,
and (3) a former employee. Dissatisfied With their ability to share in Temujin’s financial and
operational successes, Defendants have banded together t0 obstruct the Company’s progress
while preparing to launch competing ventures. In recent weeks, they have conspired t0 (a) assert
a frivolous and false claim of ownership 0f the Company, (b) misappropriate Company trade
secrets, (c) usurp and interfere with control 0f and access t0 the Company’s assets, such as social
10 media accounts, and (d) interfere with and obstruct Company relationships with investors and
11 business partners. Temujin is entitled to immediate injunctive relief redressing these wrongs and
12 monetary and exemplary damages.

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13 PARTIES, JURISDICTION AND VENUE
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14 1. Plaintiff Temujin Labs Inc. (Delaware) (“Temujin DE”) is a Delaware corporation
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15 registered With the California Secretary 0f State and doing business in Santa Clara County under
16 the name “Findora.” It is wholly owned by Temujin Labs Inc. (Cayman) (“Temujin Cayman”
17 and together With Temujin DE, “Temujin” or the “C0mpany”), a foreign company organized
18 under the laws 0f the Cayman Islands.
19 2. Defendant Ariel Abittan resides in Lawrence, New York and is a shareholder 0f a
20 Delaware limited liability company called Juniper Venture Partners LLC (“JVP”). JVP is the
21 majority shareholder of Eian Labs Inc. (“Eian”) (formerly known as Porepsus Labs Inc), a
22 Delaware corporation. Neither Mr. Abittan, nor JVP, nor Eian holds any shares of Temujin.
23 3. Defendant Benjamin Fisch is a former consultant t0 Temujin Who resides in Menlo
24 Park, California. Mr. Fisch worked With Temujin pursuant to a Consulting Agreement and
25 parallel advisory agreement, effective July 5, 2019. He has since ended his consulting
26 relationship With Temujin.
27 4. Defendant Charles Lu is the former Chief Executive Officer (“CEO”) 0f Temujin.
28 Mr. Lu first joined Temujin on July 5, 2019. He has since resigned from Temujin. Temujin is
COMPLAINT 2 CASE N0:

informed, believes, and thereon alleges that Mr. Lu is a resident of California, but is uncertain
where he resides.
5. Defendant Does 1 through 10, inclusive, are sued herein under fictitious names
because their true names, capacities, and the extent 0f their involvement are unknown t0 Temujin
at this time. When their true names, capacities, and the extent of their involvement are
ascertained, Temujin will amend this Complaint. Temujin is informed and believes and thereon
alleges that each of the fictitiously named defendants is responsible in some manner for the
occurrences herein alleged and for damages suffered by Temujin.
6. Temujin is informed, believes, and thereon alleges that Mr. Abittan, Mr. Fisch, and
10 Mr. Lu, (collectively, “Defendants”) are each an adult residing 0r doing business in the state 0f
11 California.
12 7. Venue is proper in the County 0f Santa Clara because various contracts that are the
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13 subj ects 0f this action were entered into in this county and many 0f the wrongful acts alleged
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14 herein occurred in this county.
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15 TEMUJIN AND ITS BUSINESS

16 8. Temujin Cayman was incorporated in July 2019 under the laws of the Cayman
17 Islands.
18 9. Temujin DE was incorporated in July 2019 in the state 0f Delaware.

19 10. Temujin develops software products that carry the “Findora” brand name. One
20 such product is the Findora Ledger. The Findora Ledger is an online and digital transactional
21 system. Put simply, the Findora Ledger facilitates online transaction processing in a way that is
22 auditable—through a public and decentralized process—but also confidential. Because it is
23 auditable, and yet does not sacrifice user privacy, the Findora Ledger represents a significant
24 advancement in the digital transaction processing space.
25 11. The Findora Ledger relies on blockchain-based technology. The term
26 “blockchain,” in this context, means that transactions are verified in a decentralized manner by
27 market participants who run software that confirms and records the transactions. Blocks 0f
28 verified transactions are periodically added t0 a ledger, and hence the term blockchain developed

t0 describe the ledger.
12. Temujin acquired the intellectual property underpinning the Findora Ledger from
Eian pursuant to an Intellectual Property Sale Agreement dated August 12, 2019 (the “1P Sale
Agreement”).
13. Eian is a defunct Delaware corporation that is n0 longer in good standing with the
Delaware Secretary of State. Temujin is informed, believes, and thereon alleges that Eian is
jointly owned by two shareholders: JVP and Lakeside Garden Heritage LLC (“Lakeside”).
14. Under the IP Sale Agreement and in exchange for consideration in the amount 0f
$300,000, Eian sold all of its intellectual property to Temujin. The IP Sale Agreement describes
10 the “Acquired Assets,” which became the property 0f Temujin pursuant to the agreement, as
11 follows:
12 A11 intellectual property rights that are owned by [Eian], including but not
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data, techniques, improvements, inventions (Whether patentable or not),
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14 works 0f authorship, mask works, trade secrets, domain names, URLs,
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web sites, unique names, logos used 0r proposed to be used in the
15 business, business and product development plans, market studies,
financial projections, customer lists, and all other information and items
16 relating to the business 0f Eian Labs, Inc., as W611 as any precursors,
derivatives, modifications, and improvements t0 the same, and any related
17 materials (including but not limited to documentation, designs, algorithms,
notes, etc. related thereto).
18
19 15. Further, the IP Sale Agreement provides that “each party consents t0 the personal
20 and exclusive jurisdiction and venue of’ federal 0r state courts located in Santa Clara County,
21 California.
22 16. Temujin is informed, believes, and thereon alleges that at the time of the
23 negotiation and execution 0f the IP Sale Agreement, JVP had only two shareholders (Fourhair
24 LLC and Defendant Ariel Abittan), and that Guanghua Liang was manager of JVP.
25 17. The IP Sale Agreement was unanimously approved by Eian’s Board 0f Directors
26 as well as its shareholders. Further, the IP Sale Agreement was unanimously approved by JVP’s
27 members, including Mr. Abittan.
28 18. On July 3, 2019, by unanimous action of its members, JVP (acting as a shareholder

0f Eian) authorized Eian to sell “all 0f its assets” t0 Temujin. Both 0f JVP’S members at that
time, Mr. Abittan and Fourhair LLC approved of the proposed sale.
19. On August 10, 2019, the Board 0f Directors 0f Eian unanimously approved 0f the
sale of “substantially all of [Eian’s] assets” t0 Temujin.
20. On August 13, 2019, Eian’s shareholders unanimously approved 0f the intellectual
property sale.
21. Eian does not own any shares 0f Temujin DE 0r Temujin Cayman.
DEFENDANTS’ INTERFERENCE WITH TEMUJIN’S BUSINESS

22. Despite the above transactional history — and without basis — Defendant Ariel
10 Abittan in recent weeks has represented t0 co-founders and current and former employees of
11 Temujin, including Defendants Benj amin Fisch and Charles Lu, that Mr. Abittan is the rightful
12 owner of Temujin and/or its intellectual property, ostensibly by Virtue 0f his stake in JVP and/or
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14 23. On 0r about October 15, 2020, Mr. Abittan represented t0 Temujin and its counsel
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15 that he was a maj ority shareholder 0f Temujin by Virtue 0f his stake in Eian.
16 24. Upon information and belief, Mr. Abittan has made similar representations
17 regarding his supposed interest in Temujin and/or its intellectual property t0 several current and
18 former employees, advisors, affiliates, and investors of Temujin for the purpose 0f obstructing
19 Temujin from conducting its business.
20 25. On 0r about October 21, 2020, several founders, employees, and consultants 0f
21 Temujin, including Defendants Charles Lu and Benjamin Fisch and Temujin advisers Dan
22 Boneh, Balaji Srinivasan and Rosario Gennaro, resigned from the Company.
23 26. Upon information and belief, the employees and advisors Who resigned 0n or
24 about October 21, 2020 from their roles with Temujin were encouraged t0 do so by Mr. Abittan’s
25 false assertions of ownership 0f Temjuin and his other false and misleading representations.
26 27. Temujin is informed, believes, and thereon alleges that, since the mass resignation,
27 or in anticipation of the same, Mr. Abittan, Mr. Lu, and Mr. Fisch have acted in concert t0
28 obstruct the continued operation 0f Temujin’s business in several ways, including but not limited

t0 the following:
a. Obstructing Temujin’s access to its social media accounts by improperly

withholding the credentials t0 those accounts from Temujin;
b. Attempting t0 open source and/or benefit from open-sourcing Temujin’s

confidential and proprietary source code;
c. Interfering with Temujin’s relationships with its advisors, business partners,

and investors; and
d. Soliciting Temujin employees t0 resign from Temujin.
THEFT OF COMPANY SOCIAL MEDIA ACCOUNTS

28. Temujin maintains certain social media accounts that it uses in connection With its
10 business. Among them are: Twitter (https://twitter.com/findoraorg); YouTube
11 (https ://www.youtube.com/channel/UCkhY3 HZViothC4UWqupJW); Medium

12 (https://medium.com/@findora); Telegram (https://t.me/findoranetwork); and Discord
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13 (https://discord.gg/2wrgyEn) (collectively, the “Social Media Accounts”). Upon information and
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14 belief, Defendant Charles Lu is in sole possession 0f the credentials to access each of the Social
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15 Media Accounts and/or may have changed the access credentials in anticipation of his
16 resignation.
17 29. Since resigning from Temujin, Mr. Lu has refused t0 provide the credentials t0
18 access the Social Media Accounts to any current Temujin employee, despite the Company
19 demanding multiple times that he return the credentials in order t0 restore Temujin’s access t0 its
20 accounts and despite promises that the credentials would be forthcoming.
21 30. Rather than provide Temujin the credentials t0 access the Social Media Accounts,
22 Mr. Lu claims t0 have taken steps t0 escrow the credentials With an attorney. Mr. Lu claims his
23 actions are justified because he believes Ariel Abittan is the controlling shareholder of Temujin.
24 In reality, however, Mr. Lu appears to be acting in concert with both Mr. Abittan and Defendant
25 Benjamin Fisch t0 obstruct Temujin’s ability t0 operate and t0 deny it the ability to access its
26 Social Media Accounts, including by delay in providing Temujin With the access credentials.
27 MISAPPROPRIATION AND PUBLIC DISCLOSURE OF COMPANY SOURCE CODE

28 3 1. On information and belief, the actions 0f Mr. Abittan and Mr. Lu are the

culmination of a months-long scheme formulated jointly by all three Defendants. Since as early
as August 2020, Defendant Benj amin Fisch had proposed “open sourcing” (making available t0
the public through a permissive open source license) Findora source code, including the Findora
Ledger and a related “Zei cryptography library” — all 0f Which are proprietary Company software
and data, that is, trade secrets.
32. On 0r about August 0f 2020, Mr. Fisch was engaged in discussions at Findora to
open source the Company’s Zei cryptography library. The Company’s Board of Directors
explicitly cautioned Mr. Fisch not to open source any 0f the Company’s code 0r intellectual
property without Board approval. Temujin’s Board never approved releasing the Company’s
10 code to open source.
11 33. Despite the fact that Mr. Fisch was told to refrain from open sourcing Temujin
12 source code, he has attempted t0 d0 just that.
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13 34. Specifically, Mr. Fisch has attempted t0 open source Temujin’s proprietary source
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14 code, including the Findora Ledger and Zei cryptography library software, by publishing it online
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15 under the pretext 0f a regulatory disclosure. Supposedly pursuant t0 export compliance
16 regulations, 0n September 15, 2020, Mr. Fisch posted the code online pursuant t0 a highly
17 permissive Massachusetts Institute 0f Technology (“MIT”) license. Upon information and belief,
18 Mr. Fisch did so in a manner that does not suggest any bona fide regulatory disclosure purpose,
19 but rather, suggests it was done to make the code accessible to Messrs. Fisch, Lu, Abittan and
20 their conspirators known and unknown, who have sought to misappropriate, misuse, and
21 capitalize on the code, which comprises Temujin’s most valuable trade secrets, following these
22 individuals’ October 2020 defection from the Company.
23 35. In publishing Temujin code in the manner he did, Mr. Fisch acted Without
24 authorization and With knowledge that doing s0 would risk diminishing the commercial value of
25 the Findora Ledger and Zei cryptography library.
26 INTERFERENCE WITH COMPANY BUSINESS AND INVESTOR RELATIONSHIPS

27 36. Messrs. Abittan, Fisch and Lu have also acted in concert t0 interfere With
28 Temujin’s business relationships. Reportedly, Defendants jointly contacted one of Temujin’s

advisors and made representations concerning Mr. Abittan’s illegitimate claim t0 ownership 0f
either Temujin 0r its intellectual property by Virtue of his ownership interest in Eian, in an attempt
t0 discourage the advisor from advising Temujin further.
37. Temujin also understands that Messrs. Abittan, Fisch and Lu have attempted to
contact at least two other advisers to Temujin in similar attempts t0 disrupt Temujin advisory
relationships.
38. Upon information and belief, Messrs. Abittan, Fisch, and Lu have had similar
communications with other advisors or business partners 0f Temujin.
39. Upon information and belief, Defendants also have jointly contacted certain of
10 Temujin’s investors, in What is believed to be an attempt to disrupt the relationship between
11 Temujin and those investors.
12 40. In each 0f these communications, Defendants have falsely stated and/or implied
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13 that Mr. Abittan is the actual owner 0f Temujin.
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14 FOSTERING INTERNAL DISSENT AT COMPANY
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15 41. Finally, upon information and belief, Messrs. Abittan, Fisch, and Lu have
16 communicated With and continue t0 communicate with current and former Temujin employees
17 regarding Mr. Abittan’s supposed ownership of Temujin and/or its intellectual property in an
18 effort to sow distrust among Temujin employees, diminish morale, and obstruct Temujin’s ability
19 t0 conduct its business.
20 42. Upon information and belief, through these communications, Defendants have
21 solicited several current employees to disrupt and/or defect from the Company, encouraging
22 employees t0 abandon Temujin and work With Defendants to leverage and/or cause delay to the
23 development 0f Temujin’s proprietary software code in an effort to compete with Temujin.
24 43. As a consequence 0f the foregoing actions by Defendants, Temujin has been
25 damaged, including economically and tangibly. Among other costs incurred, Temujin’s business
26 operations have been disrupted and delayed, it has been forced to incur significant attorneys’ fees
27 and others costs to combat Defendants’ efforts, and it has suffered and/or will suffer 10st business
28 opportunities.

FIRST CAUSE OF ACTION
(Declaratory Relief — A11 Defendants)
44. Temujin reiterates and incorporates by reference the foregoing allegations in
Paragraphs 1 to 43.
45. Through the above-described actions, Defendants, acting in concert, seek t0 usurp
control 0f Temujin’s source codes.
46. Those codes are Temujin’s property exclusively.
47. Temujin is entitled to and seeks declaratory relief confirming that the source codes
t0 its cryptography library and its ledger are, in fact, the exclusive property of Temujin and that
10 neither Defendants nor any third parties are entitled to use those codes.
11 SECOND CAUSE OF ACTION

12 (Civil Conspiracy — A11 Defendants)
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13 48. Temujin reiterates and incorporates by reference the foregoing allegations in
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14 Paragraphs 1 t0 43.
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15 49. Through the above-described actions, Defendants, acting in concert through
16 knowing and mutual agreement, formed a conspiracy and conspired.
17 50. The purpose 0f the conspiracy was, in sum, t0 disrupt and interfere with Temujin’s
18 business operations for the sake 0f damaging Temujin, permitting Defendants t0 pursue
19 competing ventures, and enriching Defendants unjustly.
20 5 1. Defendants’ operation 0f the conspiracy, through acts such as (a) publicizing
21 Temujin’s source codes without authorization, (b) fomenting dissent internally at Temujin, (c)
22 interfering With Temujin’s advisory, business, investor, and other relationships, and (d) refusing
23 t0 hand over access credentials to Temujin’s social media accounts, have damaged and continue
24 t0 damage Temujin.
25 52. As such, each Defendant is liable t0 Temujin 0n the basis of civil conspiracy, as a
26 joint tortfeasor for all damages ensuing from the wrongs, irrespective of Whether 0r not he was a
27 direct actor and regardless of the degree of his activity.
28

THIRD CAUSE OF ACTION
(Tortious Interference with Contract — A11 Defendants)
Paragraphs 1 to 43.
54. Prior to the above-described actions by Defendants, Temujin had entered into
numerous valid contracts with third parties, including advisers, investors, employees, and
consultants.
55. Defendants knew 0f the existence 0f those contracts.
56. Defendants have carried out intentional, tortious acts, including false statements
10 that Mr. Abittan owns Temjuin, designed t0 induce a breach or disruption of Temujin’s
11 contractual relationships.
12 57. Those acts have disrupted or attempted to disrupt and/or caused actual breaches of
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14 58. Absent Defendants’ interference, Temujin’s contracts would have been performed.
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15 59. As a result 0f Defendants’ interference, Temujin has been damaged, including
16 economically and tangibly.
17 60. As such, Defendants are liable t0 Temujin for tortious interference.
18 FOURTH CAUSE OF ACTION

19 (Breach 0f Contract — Charles Lu)
21 Paragraphs 1 to 43.
22 62. On 0r about July 1, 2019, Temujin and Defendant Charles Lu entered into a
23 written employment contract, whereby Mr. Lu would serve as Temujin’s CEO.
24 63. Among other contractual obligations Mr. Lu agree to, the employment contract
25 stated: “During the period that you render services t0 the Company, you agree t0 not engage in
26 any employment, business or activity that is in any way competitive with the business or
27 proposed business of the Company.”
28 64. The contract further stated: “You Will not assist any other person or organization in

competing with the Company 0r in preparing to engage in competition With the business 0r
proposed business 0f the Company.”
65. Temujin performed under the contract in all material respects.
66. Through the above-described actions, Mr. Lu breached the contract, and
specifically, the quoted provisions 0f the contract prohibiting Mr. Lu from preparing t0 engage in,
engaging in, and assisting others to engage in activity competitive with Temujin.
67. Mr. Lu’s breaches have resulted in damage t0 Temujin.
FIFTH CAUSE OF ACTION
(Breach of Contract — Charles Lu)
11 Paragraphs 1 t0 43.
12 69. On 0r about December 1, 2019, Temujin and Defendant Charles Lu entered into a
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13 written contract titled, “Employee Invention Assignment and Confidentiality Agreement.”
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14 70. Among other contractual obligations Mr. Lu agreed t0, the contract stated: “I agree
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15 that all Inventions that I make, create, conceive or first reduce to practice during the period of my
16 employment . . . that (i) are developed using equipment, supplies, facilities 0r trade secrets 0f the
17 Company; (ii) result from work performed by me for the Company; or (iii) relate t0 the
18 Company’s business 0r actual 0r demonstrably anticipated research 0r development (the
19 “Assigned Inventions”), Will be the sole and exclusive property 0f the Company.”
20 71. The contract further stated: “Upon termination 0f my employment with the
21 Company, I will promptly deliver to the Company all documents and materials 0f any nature
22 pertaining t0 my work With the Company, and I Will not take With me 0r retain in any form any
23 documents or materials 0r copies containing any Proprietary Information.”
24 72. The contract further stated: “During the period 0f my employment, Iwill at all
25 times devote my best efforts t0 the interests 0f the Company, and I Will not, Without the prior
26 written consent of the Company, engage in, 0r encourage 0r assist others to engage in, any other
27 employment 0r activity that: (i) would divert from the Company any business opportunity in
28 Which the Company can reasonably be expected t0 have an interest; (ii) would directly compete
COMPLAINT 1 1 CASE N0:

With, 0r involve preparation t0 compete With, the current 0r future business 0f the Company; 0r
(iii) would otherwise conflict with the Company’s interests 0r could cause a disruption 0f its
operations or prospects.”
73. The contract further stated: “During my employment with the Company and for a
one (1) year period thereafter, I will not directly or indirectly solicit away employees 0r
consultants 0f the Company for my own benefit or for the benefit of any other person 0r entity,
nor will I encourage 0r assist others t0 d0 so.”
75. Through the above-described actions, Mr. Lu breached the contract, and
10 specifically, the quoted provisions of the contract confirming that work and inventions on behalf
11 of Temujin are Temujin’s exclusive property, requiring Mr. Lu t0 return Temujin’s property upon
12 his termination, and prohibiting Mr. Lu from competing with 0r soliciting employees from
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14 76. Mr. Lu’s breaches have resulted in damage to Temujin.
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SIXTH CAUSE OF ACTION

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16 (Breach 0f Contract — Benj amin Fisch)
19 78. On 0r about July 5, 2019, Temujin and Defendant Benjamin Fisch entered into a
20 written contract titled, “Consulting Agreement,” whereby Mr. Fisch would serve as a consultant
21 t0 Temujin.
22 79. Among other contractual obligations Mr. Fisch agree to, the contract stated:
23 “Consultant agrees that during the term 0f this Agreement and thereafter it will not use or permit
24 the use 0f Client’s Confidential Information in any manner or for any purpose not expressly set
25 forth in this Agreement, Will hold such Confidential Information in confidence and protect it from
26 unauthorized use and disclosure . . .

.”
27 80. The contract further stated: “Consultant agrees that during the Term 0f this
28 Agreement, Consultant will not, without Client’s express written consent, either directly 0r

indirectly engage in any employment 0r business activity that is competitive With, or would
otherwise conflict with the Services rendered t0, 0r that would otherwise interfere with the
business 0f, the Client.”
81. The contract further stated: “Consultant agrees that during the Term 0f this
Agreement, and for one year thereafter, Consultant Will not either directly or indirectly, solicit or
attempt to solicit any employee, independent contractor, or consultant of Client t0 terminate his,
her 0r its relationship With Client in order to become an employee, consultant, or independent
contractor t0 0r for any other person 0r entity.”
10 83. Through the above-described actions, Mr. Fisch breached the contract, and
11 specifically, the quoted provisions prohibiting Mr. Fisch from disclosing Temujin’s proprietary
12 information Without authorization and from competing with or soliciting employees from
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14 84. Mr. Fisch’s breaches have resulted in damage t0 Temujin.
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15 SEVENTH CAUSE OF ACTION

16 (Breach 0f Contract — Benj amin Fisch)
19 86. On 0r about July 5, 2019, Temujin and Defendant Benjamin Fisch entered into a
20 written contract in the form of a letter agreement confirming and describing Mr. Fisch’s role as an
21 advisor to Temujin.
22 87. Among other contractual obligations Mr. Fisch agree t0, the contract stated: “A11 . .
23 . knowledge, information and materials acquired [from 0r concerning Temujin], the existence,
24 terms and conditions of this letter agreement, and all Designs and Materials, are and Will be the
25 trade secrets and confidential and proprietary information 0f the Company. [

. . .
]
You agree t0
26 hold all such Confidential Information in strict confidence, not to disclose it t0 others or use it in
27 any way, commercially 0r otherwise (including without limitation lecturing upon or publishing
28 articles concerning Confidential Information), except in performing your obligations under this

letter agreement, and not t0 allow any unauthorized person access to it.”
88. The contract further stated: “You hereby represent that the obligations
contemplated hereby do not, in any way, conflict With any other agreement and/or commitment
0n your part. You agree t0 inform the Company promptly and in writing if any such conflict
arises.”
89. The contract further stated: “During the term in which you provide services to the
Company pursuant to this letter agreement and for one year thereafter, you Will not directly 0r
indirectly solicit away any employees or consultants 0f the Company for your benefit or for the
benefit 0f any other person or entity.”
10 90. Temujin performed under the contract in all material respects.
11 91. Through the above-described actions, Mr. Fisch breached the contract, and
12 specifically, the quoted provisions prohibiting Mr. Fisch from disclosing Temujin’s proprietary
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14 Temujin.
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15 92. Mr. Fisch’s breaches have resulted in damage to Temujin.
16 EIGHTH CAUSE OF ACTION

17 (Trade Secret Misappropriation, Cal. CiV. Code §§ 3426, et seq. — A11 Defendants)
20 94. Temujin’s source codes and other technical, confidential and proprietary
21 information related t0 Temujin’s business are Temujin’s “trade secrets” within the meaning of the
22 Uniform Trade Secrets Act enacted in California Civil Code §§ 3426-34261 1. Such information
23 derives actual and potential economic value from not being generally known to the public or t0
24 other persons who can obtain economic value from its disclosure or use.
25 95. Temujin has made reasonable efforts t0 maintain and protect the secrecy 0f such
26 trade secrets, including by establishing clear and strict access and rights management t0 its
27 password protected repositories and implementing a fine-grained rights delegation of access only
28 t0 those for Whom access is necessary and essential, and otherwise ensuring that such information

is password protected and restricted and that any employees or consultants With access t0 such
information are bound by appropriate confidentiality and invention assignment agreements.
96. Upon information and belief, Defendants, acting in concert, have misappropriated
Temujin’s source codes and other trade secrets by using and/or disclosing them Without
Temujin’s authorization 0r consent and/or by permitting third parties t0 use the trade secrets
without Temujin’s authorization or consent.
97. Defendants” misappropriation of Temujin’s trade secrets has caused and Will
continue t0 cause Temujin substantial injury, including but not limited to lost profits and the
diminution in value of its trade secrets. In addition, Defendants have been unjustly enriched by
10 their misappropriation 0f Temujin’s trade secrets.
11 98. Temujin is entitled t0 recover its actual damages from Defendants’
12 misappropriation and/or t0 recover for Defendants’ unjust enrichment resulting from the
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14 99. Temujin also is entitled to preliminary and permanent injunctive relief restraining
ATTORNEYS
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15 Defendants’ improper use and/or disclosure of Temujin’s trade secrets.
16 100. Defendants” misappropriation of Temujin’s trade secrets is willful and malicious,
17 and accordingly, Temujin is entitled t0 an award of exemplary damages and reasonable attorneys’
18 fees and costs.
19 NINTH CAUSE OF ACTION

20 (California Penal Code § 502(0)
— Charles Lu)
23 102. California’s Comprehensive Computer Data Access and Fraud Act (“CDAFA”), at
24 California Penal Code Section 502(0), permits one who “suffers damage 0r loss by reason of a
25 Violation” 0f the Section t0 bring a private civil action. Cal. Penal Code § 502(c)(1).
26
27
28

103. Section 502(0) states as follows:
. . . any person who commits any 0f the following acts is guilty of a

public offense:
(1) Knowingly accesses and without permission alters, damages, deletes,

destroys, 0r otherwise uses any data, computer, computer system, 0r
computer network in order to either (A) devise 0r execute any scheme or
artifice t0 defraud, deceive, or extort, or (B) wrongfully control 0r obtain
money, property, or data.
[...]
(3) Knowingly and Without permission uses 0r causes to be used computer

serwces.
(4) Knowingly accesses and Without permission adds, alters, damages,

deletes, or destroys any data, computer software, or computer programs
10
which reside or exist internal or external t0 a computer, computer system,
0r computer network.
11
(5) Knowingly and without permission disrupts or causes the disruption 0f

12
computer services 0r denies 0r causes the denial 0f computer services t0
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15
any computer, computer system, 0r computer network.
16 104. Temujin’s Social Media Accounts and the access credentials thereto constitute
17 “computer services,” as well as a “computer, computer system, 0r computer network,” as defined
18 in California Penal Code Section 502(a).
19 105. By knowingly and without permission accessing Temujin’s Social Media
20 Accounts, upon information and belief modifying access credentials t0 the accounts, usurping
21 control over those accounts, and in denying and/or delaying Temujin access to those accounts by
22 Withholding credentials, Defendant Charles Lu violated each 0f the foregoing provisions.
23 106. As a result, Temujin has been damaged, for which Mr. Lu is liable under Section
24 502(0).
25 TENTH CAUSE OF ACTION

26 (Conversion — Charles Lu)

108. Temujin is and always has been the rightful owner and sole party With the
exclusive right t0 possession 0f its Social Media Accounts, and the access credentials thereto,
which accounts were created in Temujin’s name for its benefit.
109. Defendant Lu, by declining to return t0 Temujin the access credentials t0 those
accounts, has wrongfully and actively converted property belonging to Temujin.
110. As a result, Temujin has been damaged, for which Mr. Lu is liable.
ELEVENTH CAUSE OF ACTION

(Breach of Fiduciary Duty — Charles Lu)
11 112. By Virtue 0f his prior role as CEO of Temujin, Defendant Charles Lu owed
12 Temujin and its shareholders the fiduciary duties 0f good faith, loyalty and care.
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13 113. Through the above-described activities, including the retention of access
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14 credentials for Temujin’s Social Media Accounts following his departure from Temujin, Mr. Lu
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15 breached his fiduciary duties to Temujin and its shareholders.
16 114. Mr. Lu’s fiduciary breaches have proximately caused Temujin and its shareholders
17 damage, for Which Mr. Lu is liable.
18 PRAYER FOR RELIEF

19 WHEREFORE, Temujin requests entry ofjudgment in its favor against Defendants Ariel
20 Abittan, Benjamin Fisch, and Charles Lu, and Does 1 through 10, inclusive, as follows:
21 1. For declaratory relief, stating and confirming that the source codes to Temujin’s
22 cryptography library and its ledger are, in fact, the exclusive property of Temujin
23 and that neither Defendants nor any third parties are entitled t0 use those codes;
24 2. For preliminary and permanent injunctive relief, and/or an order of specific
25 performance, restraining and enjoining Defendants and any third parties associated
26 with Defendants from accessing or using Temujin’s source codes for any
27 commercial purpose;
28

3. For compensatory, special, incidental and consequential damages according to
proof;
4. For exemplary and punitive damages to the extent permitted by law;
5. For recovery of the unjust enrichment obtained by Defendants as a result of their
wrongful conduct;
OOOQONUIAUJNH
6. For an award of prejudgment interest, the costs of suit, and reasonable attomeys’
fees, to the extent permitted by contract or by operation of law; and
7. For such other and further relief as the Court may deem just and proper.
DATED: November 6, 2020 FENWICK & WEST LLP
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COMPLAINT 18 . CASE No:

DEMAND FOR JURY TRIAL
N‘—
Plaintiff demands a trial by jury on all jury triable claims and issues in this action.
DJ
# DATED: November 6, 2020 FENWICK & WEST LLP

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DEMAND FOR JURY TRIAL 19 CASE No:

Findora Sues Charles Lu

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Findora Sues Charles Lu

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E-FILED

FELIX LEE (CSB No. 197084)

12 Attorneys for Plaintiff

15 COUNTY OF SANTA CLARA

28 information and belief:

COMPLAINT CASE NO:

“Findora”) is a successful ﬁnancial technology company founded at Stanford University.

12 monetary and exemplary damages.

18 under the laws 0f the Cayman Islands.

19 2. Defendant Ariel Abittan resides in Lawrence, New York and is a shareholder 0f a

23 3. Defendant Benjamin Fisch is a former consultant t0 Temujin Who resides in Menlo

26 relationship With Temujin.

27 4. Defendant Charles Lu is the former Chief Executive Ofﬁcer (“CEO”) 0f Temujin.

COMPLAINT 2 CASE N0:

occurrences herein alleged and for damages suffered by Temujin.

15 TEMUJIN AND ITS BUSINESS

18 9. Temujin DE was incorporated in July 2019 in the state 0f Delaware.

22 auditable—through a public and decentralized process—but also conﬁdential. Because it is

24 advancement in the digital transaction processing space.

25 11. The Findora Ledger relies on blockchain-based technology. The term

COMPLAINT 3 CASE N0:

27 members, including Mr. Abittan.

COMPLAINT 4 CASE N0:

sale of “substantially all of [Eian’s] assets” t0 Temujin.

DEFENDANTS’ INTERFERENCE WITH TEMUJIN’S BUSINESS

19 Temujin from conducting its business.

COMPLAINT 5 CASE N0:

a. Obstructing Temujin’s access to its social media accounts by improperly

b. Attempting t0 open source and/or beneﬁt from open-sourcing Temujin’s

c. Interfering with Temujin’s relationships with its advisors, business partners,

d. Soliciting Temujin employees t0 resign from Temujin.

THEFT OF COMPANY SOCIAL MEDIA ACCOUNTS

10 business. Among them are: Twitter (https://twitter.com/ﬁndoraorg); YouTube

11 (https ://www.youtube.com/channel/UCkhY3 HZViothC4UWqupJW); Medium

20 accounts and despite promises that the credentials would be forthcoming.

27 MISAPPROPRIATION AND PUBLIC DISCLOSURE OF COMPANY SOURCE CODE

COMPLAINT 6 CASE N0:

and data, that is, trade secrets.

10 code to open source.

12 source code, he has attempted t0 d0 just that.

15 under the pretext 0f a regulatory disclosure. Supposedly pursuant t0 export compliance

22 individuals’ October 2020 defection from the Company.

25 the Findora Ledger and Zei cryptography library.

26 INTERFERENCE WITH COMPANY BUSINESS AND INVESTOR RELATIONSHIPS

28 Temujin’s business relationships. Reportedly, Defendants jointly contacted one of Temujin’s

COMPLAINT 7 CASE N0:

t0 discourage the advisor from advising Temujin further.

communications with other advisors or business partners 0f Temujin.

10 Temujin’s investors, in What is believed to be an attempt to disrupt the relationship between

11 Temujin and those investors.

19 t0 conduct its business.

23 development 0f Temujin’s proprietary software code in an effort to compete with Temujin.

24 43. As a consequence 0f the foregoing actions by Defendants, Temujin has been

COMPLAINT 8 CASE N0:

(Declaratory Relief — A11 Defendants)

44. Temujin reiterates and incorporates by reference the foregoing allegations in

control 0f Temujin’s source codes.

46. Those codes are Temujin’s property exclusively.

11 SECOND CAUSE OF ACTION

15 49. Through the above-described actions, Defendants, acting in concert through

16 knowing and mutual agreement, formed a conspiracy and conspired.

19 competing ventures, and enriching Defendants unjustly.

20 5 1. Defendants’ operation 0f the conspiracy, through acts such as (a) publicizing

27 direct actor and regardless of the degree of his activity.