CASE 0:23-cv-03906-ECT-DLM Doc.

1 Filed 12/28/23 Page 1 of 37

UNITED STATES DISTRICT COURT

DISTRICT OF MINNESOTA

UNITEDHEALTH GROUP, INC., a Delaware

Corporation, and Case No. 23-cv-3906

UNITED HEALTHCARE SERVICES, INC., a

Minnesota Corporation,

Plaintiffs, COMPLAINT
v.
JURY TRIAL DEMANDED
LORE HEALTH LLC, a Delaware Limited
Liability Company,

LORE HEALTH ACO, LLC, a Delaware Limited

Liability Company,

SEQUELAE, INC., a Delaware Corporation,

SEQUELAE LLC, a Delaware Limited Liability

Company, and

JOHN DOES 1-10,

Defendants.

Plaintiffs UnitedHealth Group, Inc., a Delaware Corporation, and United

HealthCare Services, Inc., a Minnesota Corporation (collectively, “United”), for their

Complaint against Defendants Lore Health LLC, a Delaware Limited Liability Company,

Lore Health ACO, LLC, a Delaware Limited Liability Company, Sequelae, Inc., a Delaware

Corporation, and Sequelae LLC, a Delaware Limited Liability Company (collectively, “Lore

Health”), allege as follows:

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INTRODUCTION

United is a worldwide leader in diabetes management. Since at least 2009, United

has created innovative programs designed to help type-2 diabetics manage their condition

through lifestyle interventions. Over the years, United has created substantial intellectual

property in this space, most recently with Level2, a first-of-its-kind platform that combines

care-team support, a delegated-risk program, and no-cost wearable technology, among

other features, to empower people living with type-2 diabetes to live healthier lives.

In July 2021, Ken Ehlert, United’s former Chief Scientific Officer, and Mark

Pollmann, the former Chief Technology Officer of Optum Labs, a United affiliate, left the

company. In October 2021, Pollmann surreptitiously pressured his former United

subordinate to personally hand him approximately half a million of United’s highly

sensitive emails and related files—including a number relating to United’s diabetes

management programs—on a hard drive. These documents included a substantial volume

of United’s confidential information and trade secrets. Shortly thereafter, Ehlert and

Pollmann set up a series of entities, including shell companies, such as “Health Stealth Co,”

Sequelae, Inc., Sequelae LLC, “Sequelae, DBA Lore Health,” Lore Inc., “Lore Café Lounge,”

Lore Health ACO LLC, RCC Lore Healthcare, LLC, and Lore Health LLC. On information

and belief, these companies were designed to profit off United’s confidential information

and trade secrets.

Once United discovered their misconduct, Ehlert and Pollmann tried to cover their

tracks. Over the course of 2023, Pollmann erased incriminating information. The Lore

Health website was altered, and the Sequelae website was disabled.

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Through this lawsuit, United seeks to stop Lore Health from irreparably harming

United through this unlawful behavior. In the event harm cannot be averted, United asks

to be made whole for (1) any damages Lore Health has caused and (2) unjust enrichment

Lore has received through the theft of United’s confidential information and trade secrets.

PARTIES

1. Plaintiff UnitedHealth Group, Inc. (“UHG”) is a corporation organized under

the laws of the State of Delaware, having its principal place of business at 9900 Bren Road

East, Minnetonka, Minnesota 55343. UHG owns both its own intellectual property and the

intellectual property of its subsidiaries.

2. Plaintiff United HealthCare Services, Inc. (“UHS”), is a corporation organized

under the laws of the State of Minnesota, having its principal place of business at 9900 Bren

Road East, Minnetonka, Minnesota 55343. UHG purchased Ehlert and Pollmann’s

company, Savvysherpa, in late 2017, and as part of that transaction, Ehlert and Pollmann

agreed to certain restrictive covenants. UHS employed Ehlert and Pollmann from 2018 until

mid-2021.

3. Defendant Lore Health LLC is a limited liability company organized under

the laws of the State of Delaware. Lore Health LLC’s principal place of business is in

Minnesota. Lore Health LLC has also gone by the names “Health Stealth Co” and “Gather

Health.”

4. Defendant Lore Health ACO, LLC, is a limited liability company organized

under the laws of the State of Delaware with its location identified as the San Diego office

of the law firm Quarles & Brady. But as with Lore Health LLC, its real principal place of

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business is in Minnesota. In fact, Lore Health ACO, LLC, is not even registered to do

business in California.

5. Defendant Sequelae LLC is a corporation organized under the laws of the

State of Delaware. According to its Utah registration as a foreign corporation, Sequelae

LLC’s principal place of business is located at 500 IDS Center 80 South 8th Street,

Minneapolis, Minnesota, 55443. The sole manager of Sequelae LLC is identified as Mark

Pollmann of Brooklyn Park, Minnesota.

6. Defendant Sequelae, Inc., is a Delaware corporation that purports to have its

principal address at a law firm in San Diego, California. But its mailing address in its

California registration as a foreign corporation is PO Box 431002, Minneapolis, Minnesota,

55443. The registration notes that mail should be sent to the attention of Mark Pollmann

in Minneapolis. On information and belief, Sequelae, Inc., is operated out of Ehlert and

Pollmann’s homes in Minnesota and has its principal place of business in Minnesota.

7. John Does 1-10 are: (a) other sham entities created by or at the direction of

Ehlert and Pollmann, and may include Lore Inc., a Minnesota corporation, Lore Café

Lounge (the incorporator of Lore Inc.), “Health Stealth Co,” RCC Lore Healthcare, LLC, a

Utah limited liability company, Sequelae PH Inc., and Lore Health PH Inc; or (b) those who

have conspired with Lore Health to violate United’s rights.

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JURISDICTION AND VENUE

8. This is a civil action for trade secret misappropriation arising under federal

law in violation of the Defend Trade Secrets Act, 18 U.S.C. §§ 1836 et seq. (“DTSA”); trade

secret misappropriation in violation of the Minnesota Uniform Trade Secrets Act, Minn.

Stat. § 325C.01-.08; and tortious interference with contract, unjust enrichment, and unfair

competition under the common law of the State of Minnesota.

9. The Court has federal-question jurisdiction because the DTSA claim arises

under federal law and federal law creates a private cause of action. The Court has

supplemental jurisdiction over the state-law claims because they are supplemental to the

federal claim under 28 U.S.C. § 1367.

10. Venue is proper in the United States District Court for the District of

Minnesota pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part of the events giving

rise to United’s claims occurred in this district and both United and Lore Health are “at

home” in this district.

11. The Court has personal jurisdiction over Defendants because (a) Lore

Health’s activities in Minnesota are so continuous and systematic as to render it “at home”

in the forum state, and (b) Lore Health has purposely availed itself of conducting business

in Minnesota and Plaintiffs’ claims arise out of and relate to Lore Health’s contacts in

Minnesota.

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FACTS

I. United Is a Leader in Diabetes Care Management.

12. United is a renowned leader in providing managed healthcare services to

patients, with a broad portfolio of health plans and patient programs designed to address

a myriad of health conditions.

13. Among other long-term innovative initiatives, United has been at the

forefront of developing healthcare solutions for patients with diabetes, which affects more

than 37 million people and is the eighth leading cause of death in the United States. See

Diabetes Fast Facts, Centers for Disease Control and Prevention, available at Diabetes

Quick Facts | Basics | Diabetes | CDC.

14. Since at least 2009, United has contributed to and invested significantly in

the development of robust, evidence-based diabetes solutions, including, but not limited

to, diabetes plan designs, care models, and enhanced services. For example, the National

Institutes of Health observed:

In 2009, UnitedHealthcare (UHC) introduced the first Diabetes Health Plan

(DHP), a condition-specific plan based on principles of value-based health
insurance benefit design. The DHP includes financial incentives to encourage
patient engagement in evidence-based diabetes care, including reduced or
eliminated out-of-pocket patient expenses for diabetes-related physician
visits; free diabetes self-monitoring training and supplies; and reduced or
eliminated out-of-pocket expenses for diabetes-related medicines. The DHP
also provides access to diabetes-specific telephone case management as well
as other online resources. Additionally, the DHP provides scorecards with
reminders to complete health maintenance activities, such as biannual
hemoglobin A1C and cholesterol screening, and an annual retinal eye exam.
Overall, the DHP provides between USD 150 and 500 in annual out-of-pocket
savings for enrollees.

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Narain KDC, et al., The Diabetes Health Plan and Medication Adherence Among Individuals

With Low Incomes, Health Serv. Res. 2022 Dec.; 57 Suppl. 2 available at

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC9660410/.

15. In 2010, United published a seminal working paper called “The United States

of Diabetes.” That paper set forth the challenge: “By the end of this decade, diabetes will

likely affect 15 percent of American adults – that’s around 39 million people. The human

costs and economic consequences will be substantial.” It identified relevant research:

“There is now a sufficiently large evidence base about interventions that can make a

difference, ranging along the spectrum from lifestyle-related changes to cut obesity,

through to targeted support for patients with diabetic-related complications.” And it

proposed a solution involving “health plans acting not only as payers of health benefits, but

as ‘care system animators,’ providing underlying data, technology and care management

services,” suggesting “a focus not only on the ‘flow’ of health care consumption, but on

managing the ‘stock’ of population health risk.” The United States of Diabetes,

UnitedHealth Center on Health Reform & Modernization (Nov. 2010) (emphasis added).

16. United’s efforts continued through a brick-and-mortar diabetes program

with the YMCA called “Not Me” and expanded into the virtual delivery of a diabetes

prevention program. It also launched personalized, virtual weight-loss programs through

an initiative known as “Real Appeal.”

17. United’s years of diabetes research and development laid the foundation for

Level2, United’s first-of-its-kind platform that combines care team support, delegated-risk

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platforms, and no-cost wearable technology, among other features, to empower people

living with type-2 diabetes to live better, healthier lives.

18. Level2’s business model offers delegated risk platforms with guaranteed

savings to commercial plans and providers for type-2 diabetics wearing DexCom

continuous glucose monitors (“CGMs”).

19. Level2 seeks to deliver on the proposal set forth in the 2010 working paper,

serving as “‘care system animators,’ providing underlying data, technology and care

management services,” to manage health care risk for type-2 diabetics.

II. Ehlert and Pollmann Join United.

20. In December 2017, Ehlert and Pollmann sold Savvysherpa—a healthcare

research & development company—to United for $46.8 million under the Equity Purchase

Agreement. As a condition of that sale, they agreed to become United employees. Ehlert

joined United as its Chief Scientific Officer and the Chief Executive Officer of UHG R&D

(later Optum Labs); Pollmann joined UHG R&D as its Chief Technology Officer.

A. Under the Equity Purchase Agreement, Ehlert and Pollmann Were

Paid Handsomely and Transferred All of Savvysherpa’s IP to United.

21. In selling Savvysherpa, Ehlert and Pollmann transferred ownership of

Savvysherpa’s intellectual property, including confidential information and trade secrets,

to United. They further agreed that, after the Closing Date, they would hold “in strict

confidence” all information concerning Savvysherpa and its related companies.

22. Ehlert and Pollmann also agreed that, for a period of five years following the

Closing Date, they would not

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directly or indirectly, through an Affiliate or otherwise, either for [their] own

benefit or for the benefit of any other Person. . ., without the prior written
consent of [United], compete with United in the United States, in any
manner or capacity (e.g., through any form of ownership or as an advisor,
principal, agent, partner, manager, officer, director, employee, employer,
consultant, member of any association, lender or otherwise) in any aspect of
the business of [United] as conducted and proposed to be conducted by
Ehlert or Pollmann as of the Closing Date (the ‘Restricted Business’).

(Ex. A, EPA § 6.8(a)(i).) Likewise, for the same five-year period, Ehlert and Pollmann agreed

not to “solicit, divert, or take away, or attempt to solicit, divert or take away, the business

relating to the Restricted Business of any Person with which [Savvysherpa] has established

or is actively seeking to establish a business or customer relationship.” (Id.)

B. Under Their Employment Agreements, Ehlert and Pollmann Were

Paid Handsomely, Assigned All IP to United, and Agreed to Restrictive
Covenants.

23. As a condition of signing the EPA, Ehlert and Pollmann agreed to become

United employees.

24. In entering into their Employment Agreements with United, Pollmann and

Ehlert agreed to the following:

a. They assigned to United all of their “rights, including copyrights

and patent rights,” to all “inventions, discoveries, processes,

procedures, methods and works of authorship, whether or not

patentable or copyrightable,” that they conceived during their

employment. (Ex. B, Ehlert Emp. Agmts. § 5.A.i; Ex. C, Pollmann

Emp. Agmt. § 5.A.i.)

b. They agreed to “not remove from UnitedHealth Group’s premises

any UnitedHealth Group records, documents, data, or other

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property, in either original or duplicate form, except as necessary

in the ordinary course of UnitedHealth Group’s business.” (Ex. B,

Ehlert Emp. Agmts. § 5.A.vi; Ex. C, Pollmann Emp. Agmt. § 5.A.vi.)

c. They agreed to “immediately deliver to UnitedHealth Group, upon

termination of employment, or any other time at UnitedHealth

Group’s request, all UnitedHealth Group property, including

records, documents, data, and equipment, and all copies of any

such property, including any records or data [they] prepared

during employment.” (Ex. B, Ehlert Emp. Agmts. § 5.A.vii; Ex. C,

Pollmann Emp. Agmt. § 5.A.vii.)

d. They agreed “not to disclose or use [United’s] Confidential

Information, either during or after [their] employment with

UnitedHealth Group, except as necessary to perform [their] duties

or as UnitedHealth Group may consent in writing.” (Ex. B, Ehlert

Emp. Agmts. § 5.B; Ex. C, Pollmann Emp. Agmt. § 5.B.)

25. In addition, by signing their Employment Agreements with United, Pollmann

and Ehlert also agreed to several post-employment restrictive covenants:

a. During their employment and for 24 (Ehlert)/12 (Pollmann)

months after separation, they would not engage or participate in

“any activity that competes, directly or indirectly with any

UnitedHealth Group activity, product, or service that [they]

engaged in, participated in, or had Confidential Information about

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during [their] last 36 months of employment with UnitedHealth

Group.” (Ex. B, Ehlert Emp. Agmts. § 5.D.ii(a); Ex. C, Pollmann

Emp. Agmt. § 5.D.ii(a).)

b. For the same time period, they would not solicit or conduct

business with (or assist others to do the same) any provider,

customer, or prospective provider or customer within the 12

months before their separation of employment with whom they

“had contact regarding UnitedHealth Group’s activity, products or

services, or for whom [they] provided services or supervised

employees who provided those services, or about whom [they]

learned Confidential Information during employment related to

UnitedHealth Group’s provision of products and services to such

person or entity.” (Ex. B, Ehlert Emp. Agmts. § 5.D.(a); Ex. C,

Pollmann Emp. Agmt. § 5.D.i(a).)

c. For the same time period, they would not “[r]aid, hire, employ,

recruit or solicit any UnitedHealth Group employee or consultant

who possesses Confidential Information of UnitedHealth Group to

leave UnitedHealth Group to join a competitor.” (Ex. B, Ehlert

Emp. Agmts. § 5.D.i(b); Ex. C, Pollmann Emp. Agmt. § 5.D.i(b).)

d. For the same time period, they would not “[i]nduce or influence

any UnitedHealth Group employee, consultant, or provider who

possesses Confidential Information of UnitedHealth Group to

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terminate his, her or its employment or other relationship with

UnitedHealth Group.” (Ex. B, Ehlert Emp. Agmts. § 5.D.i(c); Ex. C,

Pollmann Emp. Agmt. § 5.D.i(c).)

e. And for the same time period, they would not “assist anyone in any

of the activities listed above.” (Ex. B, Ehlert Emp. Agmts. §§

5.D.i(c) & ii(b); Ex. C, Pollmann Emp. Agmt. §§ 5.D.i(c) & ii(b).)

III. United’s Competitive Advantage is Directly Related to Its Confidential

Information and Trade Secret Portfolio.

26. While employed at United, Ehlert and Pollmann were exposed to substantial

confidential and trade-secret information, including in the development, launch, and

operation of Level2.

27. United’s confidential information and trade secrets are among its most

important assets.

28. United has a broad portfolio of proprietary trade secrets and confidential

information across its businesses and business units. United’s trade secrets and

confidential information include, without limitation, actuarial analyses of patient data,

historical trends, and financial variables used to identify patterns and predict outcomes,

leading to more accurate forecasting of healthcare needs and risk-based resource

allocation; information concerning its strategies and business plans; corporate and product

roadmaps; product strategies and business plans; product performance; analyses

concerning product performance and opportunities; data and advanced analytics; supplier

and vendor relationships and arrangements; strategic partnerships, operational methods

and plans; research and development; market analyses; user data; compilations of such

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information, and other competitively sensitive information that is not generally known or

readily ascertainable.

29. Separately, United may also possess information that is confidential but may

not rise to the level of a trade secret. To the extent such information exists, it is protected

contractually through, among other things, the employment agreements.

IV. United Has Invested Substantial Time, Effort, and Money to Develop Its
Trade Secrets, and Has Taken Reasonable Steps to Protect Them.

30. United’s trade secrets are mission-critical, competitively sensitive

information. United has developed and implemented this information through a

significant investment of time, labor, and capital.

31. United’s trade secrets provide United with a strong competitive advantage at

almost every level of the market, including among payers, providers, and patients. United

therefore derives significant economic value and advantage from maintaining the secrecy

of its trade secrets.

32. If a competitor or potential competitor were to acquire United’s trade secrets,

it could, among other things, use that information to position and inform its own

competitive strategies; anticipate and divert or plan around United’s strategies; draw upon

United’s analyses to determine what products and product lines to pursue and which dead

ends to avoid; more quickly develop its own competitive products and services; approach

and divert United’s customers, business partners and employees; and negotiate competitive

arrangements. Any of these would harm United by undercutting its position in the market.

33. Accordingly, to preserve its competitive edge, United takes proactive

measures to maintain the confidentiality of its trade secrets. Among other things, United

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password protects its computers and other systems; uses firewalls and anti-malware on its

computers and servers; provides access to its sensitive information only to those employees

with a need to know the information; requires keycard access to its office buildings and

specific areas within those buildings; requires its employees to acknowledge its Code of

Conduct and Employee Handbook, which contain policies regarding the maintenance of

confidentiality of United trade secrets, as well as the proper use of its IT systems; requires

that employees undergo periodic training on information security and trade secret

protection; periodically reminds employees of their non-disclosure obligations; and utilizes

employment agreements that address return of property, non-disclosure, non-competition

and non-solicitation provisions.

V. Ehlert and Pollmann’s Tenure at United.

34. Ehlert and Pollmann misappropriated United’s confidential information and

trade secrets. That misappropriation was willful and malicious.

35. As set forth below, Ehlert and Pollmann acted with (a) reckless disregard for

United’s rights and the rights of others, and (b) motivated by anger over Ehlert’s conflicts

with Level2 employees and United’s senior management.

36. According to a human resources investigation done shortly before his

departure, Ehlert had created a “culture of fear” in his organization. Witnesses reported

that Ehlert “[u]ses threatening, intimidating, and demeaning language towards team

members. Examples included, ‘I want him fired’, ‘You will be fired if you recommend that’,

‘I should take X out back and shoot them’, ‘We should just fire the people who are not in

the office,’ ‘You’re not an expert; you’re highly replaceable,’ and references to his ability to

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‘fire ELT and SLT leaders at-will’ since they are under contract. He repeatedly diminishes

clinicians, saying ‘Doctors are stupid and don’t know what they are doing.’ Ken’s leadership

style is described as ‘dictator’.” As exemplified by the human resources report, Ehlert

operated with reckless disregard for the rights of others.

37. Ehlert’s anger and reckless disregard was also demonstrated by Ehlert’s

derogatory treatment of members of United’s senior leadership team. According to the

report, “Ken is reported to have on multiple occasions used demeaning language to

describe our most senior leaders of the organization. In a meeting on February 5, multiple

reports were given of his disparagement of 12 executives in detail.”

38. This pattern continued while Ehlert negotiated his exit from the company.

Ehlert made it clear that, if his demands were not met, he would not hesitate to sue United

and attempt to involve executives at the highest reaches of the company.

39. As part of those negotiations, Ehlert asked that United give him Level2.

United declined.

40. Thus, motivated by anger and a desire for revenge, Ehlert and Pollmann

formed a plan to take United’s confidential information and trade secrets and use them

improperly for Lore Health’s benefit.

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VI. Ehlert and Pollmann Misappropriate United’s Confidential Information and

Trade Secrets.

41. Pollmann’s last day of employment with United was July 8, 2021, and Ehlert’s

last day of employment was July 19, 2021. Both Ehlert and Pollmann elected to leave and

knew of their employment separation date months in advance.

42. Upon leaving United, Pollmann improperly maintained a variety of United’s

confidential and trade-secret documents relating to its diabetes programs.

43. In October 2021, Pollmann made a lunch date in Minnesota with a former

subordinate two levels below him. Pollmann walked away from the lunch with a hard drive

containing nearly 500,000 files from United, including highly sensitive business documents

containing internal United growth plans, board meeting minutes and presentations,

information regarding ongoing counterparty contract negotiations, internal audit results,

financial statements, and potential acquisition targets. These documents contain United’s

confidential information and trade secrets. A picture of the hard drive is below.

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44. The hard drive contained more than 70 .pst files with hundreds of thousands

of United emails and documents, including the five .pst files of Ehlert, Pollmann, and other

former Savvysherpa employees. Forensic analysis shows approximately 491,987 total

documents, including, but not limited to, 313,702 emails and 118,354 attached files.

45. The email, folders, and documents, i.e., electronically stored information

(“ESI”) surreptitiously obtained and retained by Pollmann included emails and

attachments sent and received: (i) before the EPA while Ehlert and Pollmann were

employed at Savvysherpa and (ii) during their years of employment at United following the

EPA, including emails with a “uhg.com” extension.

46. Upon information and belief, Ehlert directed Pollmann to capture this ESI.

VII. Ehlert and Pollmann Disclose United’s Confidential Information and Trade
Secrets.

47. Between August and December 2021, Pollmann (with Ehlert’s knowledge and

approval) began sending large numbers of United documents regarding its diabetes

programs to Scott Schneweis, a former Vice President of Communications at Optum Labs

and a current Lore Health employee.

48. Among the emails Pollmann forwarded to Schneweis (copying Ehlert) were

the following:

a. 2019 financial forecast models, portfolio summaries, diabetes

project “insights”, investment decks, business plans and

strategies.

b. Research analysis marked “Confidential Information of

Savvysherpa or its clients, subject to nondisclosure and

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confidentiality agreement. Do not distribute or reproduce

without written permission of Savvysherpa.”

c. A January 2018 Glucose Management Program Advisory Board

Kick-Off slide deck, containing an overview of the then-

nascent CGM business, and an overview of its “future-state

program” and vision.

d. A 60-page “coaching conversation guide” for use by call center

employees interfacing with CGM participants.

e. A United Glucose Management Program overview and status

update slide deck, including program design, pilot project

learnings, and detailed commercialization plan, data stream

diagram, pilot program overview, recruitment brochure,

enrollment forms, device set-up instruction forms, and

exemplary glucose monitoring report to physicians. This

document is labeled, “Proprietary information of United

Health Group. Do not distribute or reproduce without express

permission of UnitedHealth Group.”

49. These documents contain or constitute United confidential information and

trade secrets.

50. The United confidential information and trade secrets that Ehlert and

Pollmann misappropriated include much of the core information necessary to re-boot

Level2 as Lore Health outside of United. These include information regarding (a) the nature

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of the business case for Level2, (b) the means and manner of operationalizing the business

opportunity, (c) financial, organizational, and strategic planning documents, (d) data

insights and analysis, (e) clinical data, interventions, and micro-interventions, and (f)

actuarial and pricing documents.

51. One such document noted the difficulty of creating a product such as Level2.

As one document, drafted by a United attorney, noted, “we have many of the essential

elements already in use” but that “combining them into the product and making sure they

can operate at some scale will be magic sauce.”

52. These trade secrets (i) are not generally known or readily ascertainable; (ii)

are subject to reasonable measures to protect their confidentiality; and (iii) derive

independent economic value from their confidentiality.

53. The compilation of data and information Ehlert and Pollmann

misappropriated from United, which took years of labor and investment to create, is itself

a trade secret and subject to trade-secret protection.

VIII. Ehlert and Pollmann Form a Series of Entities.

54. Shortly after sending this material to Scott Schneweis, Ehlert and Pollmann

began setting up a series of shell entities. On information and belief, those entities were

established to profit from United’s confidential information and trade secrets. Further, on

information and belief, these entities are alter egos of one another and were structured to

hide their true purpose.

55. The first such entity was called “Health Stealth Co,” located in Minneapolis,

Minnesota.

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56. As detailed in job postings, Health Stealth Co sought to operationalize many

of the insights Ehlert and Pollmann had gained while working at United. For instance, as

detailed in one job posting, “The primary objective of the Biometrics domain is to provide

tools and support to community members to be able to measure physiological changes and

gain and share actionable insights regarding the impact of their lifestyle-related actions.

This will be accomplished via a variety of AI/ML-driven means and will require the

development of a range of capabilities including seamless hardware integrations with 3rd

party solutions (e.g. health wearables, activity trackers, online/at-home assessments, etc.)

. . . .”

57. The hiring manager for the positions at “Health Stealth Co” was hired from

DexCom, a Level2 customer and Level2’s CGM vendor.

58. In January 2022, Ehlert and Pollmann set up Sequelae, Inc., and Sequelae

LLC, whose sole manager was Mark Pollmann operating out of his home in Brooklyn Park,

Minnesota. In March 2023, Sequelae, Inc. was registered as a foreign corporation in

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California, with a mailing address in Minnesota. The Sequelae website—recently shut down

once United began investigating—is also registered to Mark Pollmann.

59. In April 2022, Ehlert and Pollmann set up Lore Health LLC and Lore Health

ACO LLC. Both are operated out of Ehlert and Pollmann’s homes in Minnesota.

60. On information and belief, Ehlert and Pollmann have set up, either directly

or through their agents, additional shell companies, including RCC Lore Healthcare LLC,

Lore Inc., and Lore Café Lounge. On information and belief, these entities were also

established to profit from United’s confidential information and trade secrets.

61. On information and belief, the Defendant entities operated as agents of the

other, were third-party beneficiaries of the contracts they signed, or conspired with each

other to harm United in that (i) they agreed to commit unlawful acts, (ii) torts or criminal

acts occurred, and (iii) United has been hurt or damaged.

IX. Lore Health Was Established to Profit from United’s Confidential

Information and Trade Secrets.

62. On information and belief, the Sequelae and Lore Health entities were

created to profit (and do, in fact, profit) from United’s confidential information, especially

as it relates to type-2 diabetes.

63. In November 2022, by which time Lore Health had been making sale pitches

in several states, Ehlert was interviewed by the FutureHealth Podcast. On the podcast,

without disclosing his affiliation with Lore Health, Ehlert teed up the problem of diabetics

and their related conditions:

When we know that it’s not just hypertension but generally the combination
of diabetes and hypertension together that causes somebody to progress
down that track relatively quickly, then we might say, “Well, if I have a stage

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one patient that has pre-diabetes, now what do I do with them? Is there some
engagement that needs to happen at home?” There’s a really big problem,
which is we don’t, at least in this country, we don’t have a pre-diabetes, stage
one kidney disease intervention that’s gone through the FDA. So, there’s
nothing in the dropdown list if you’re the doctor to actually do. So, there’s
the fallback, which everybody knows, we need to tell this patient to eat
better, sleep better, exercise more, and we’ll see you in six months. There
might be ways in there that we could talk about how do we engage digitally
in-between those things.

64. In the interview, Ehlert touted wearables such as the CGMs used in the

Level2. As Ehlert noted,

CGM is a great example of digital health that has actually improved

outcome for the actual patient. Now, there’s different issues that relates
to payers and as it relates to the providers around CGM, and we could
talk about that for a minute. But for the patient itself, you look at what
is accomplished there. . . . [T]hey are actually getting an improved
outcome as a consequence. That technology was originally built for type
1 patients and it’s been now looked at and used with type 2 patients in
different areas. But that’s a good example of, we should be asking the
question of where else could the patient actually do something
different? And I think there’s a really key question in there, which is
that type 1 patient who’s on insulin needs to change their behavior in
some way and CGM allows them to do just that. So, the question that
you would apply then is say, “What other behaviors could CGM or
something like it change a core behavior that needs to happen in there?”
There are a number of examples where you could do that. CGM is not
the only example though. You could take another one as long as you
went with something that’s popular and relatively well-known.

65. Throughout the interview, Ehlert touted the financial opportunity around

delegated-risk programs like Level2: “I reduce the medical spend from 84% to 83%, the

payer can actually keep that savings that they actually generate in there. So, what you said

is correct, the payer does have an incentive to actually go and invest into things, but there

are limits to where they will make those investments and where they will not. Anything

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that falls in the efficiency zone where every dollar they save, they can keep, that’s free

game.”

66. Shortly thereafter, in December 2022, Lore Health released its first app,

which was developed by Sequelae LLC, as identified on the Apple App Store:

67. Sequelae also publicly refers to itself as “Sequelae, DBA Lore Health.”

68. On information and belief, the related shell companies set up by Ehlert and

Pollmann since leaving United, are alter egos of one another in that they: (i) have

insufficient capitalization; (ii) have failed to observe corporate formalities; (iii) siphon

funds to the dominant shareholder; (iv) have non-functioning boards of directors and

overlapping officers; (v) lack corporate records; and (vi) were created to mask the true

nature of their dealings. The failure to pierce the corporate veil would work an injustice.

X. Lore Health Competes Against Level2 Using United’s Own Confidential

Information and Trade Secrets Against It.

69. Lore Health competes with Level2.

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70. Lore Health’s business model closely follows that of Level2. As reflected in

the below screenshot, Lore Health claims to have “cracked the code on the payment model

for lifestyle medicine providers” and offers delegated risk platforms to, among others,

“commercial plans.”

71. Lore Health is engaged in the business of “addressing chronic diseases, such

as diabetes . . . , through lifestyle medicine interventions, appropriate utilization of care

and improved care coordination.” 2023 Accountable Care Organization Budget Order (the

“Budget Order”), available at FY23 ACO Budget Order Lore Health Docket No. 21-002

(1).pdf (vermont.gov).

72. Lore Health operates by providing a software platform using Fitbit, Dexcom

CGM, or similar wearable technology that allows enrollees to engage in “curated

interactions between them and others on the platform” and to participate in a chronic

disease management program. Id. Through tracked data and interaction, users are

encouraged to change behaviors and lessen health risks.

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73. Lore Health provides a fee-for-service model, and in doing so, assumes all the

risk associated with an enrollee’s related healthcare needs. Id.

74. The Lore Health website has a page instructing participants on how to use

the Dexcom CGM device to post and “share [their] results on Lore.” The web page also

indicates that users can use their CGM graph to see “how your blood sugar levels change

over the course of the day, . . . offering a great visual demonstration of how lifestyle habits

affect your blood sugar.” Id.

75. The Budget Order reveals that Lore Health has already been approved to

provide program services in five states.

76. The key features of Lore Health are almost identical to Level2, including: (a)

combining Fitbits or Dexcom CGM devices with access to providers, clinicians, and

coaches; (b) encouraging the use of lifestyle-based medicine, including nutrition, sleep,

physical activity, and stress management; (c) developing and operating communities of like

persons through an online social network model to allow patients to share and support

each other, and to engage in activities that improve health; (d) assuming all the insurability

risks of enrollees; and/or (e) utilizing behavior change to improve lifestyle and health

supported by social connections, biofeedback, and offering incentives to participants to get

them engaged.

77. The following chart reflects characteristics of Level2 duplicated by Lore

Health:

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78. Lore Health is engaged in a business that competes or seeks to compete

directly with Level2 and other related businesses in which United is involved.

VI. Lore Health Misappropriated United’s Confidential Information and Trade

Secrets and Tortiously Interfered with United’s Agreements

79. Lore Health has tortiously interfered with Ehlert’s and Pollmann’s

obligations under the Equity Purchase Agreement and Ehlert’s and Pollmann’s

Employment Agreements.1

80. As detailed above, Lore Health competes with United’s Level2 in breach of

Ehlert's and Pollmann’s restrictive covenants.

81. Lore Health has also directly solicited the employment of additional former

United personnel by inducing and attempting to induce them to leave their employment

at United and move to Lore Health. Such United personnel includes, but is not limited to,

1
Specifically, Lore Health tortiously interfered with Ehlert’s and Pollmann’s
obligations related to competition, return of property, misuse of United’s confidential
information, and non-solicitation of employees and customers.
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former United employees Mike Christy, Scott Archibald, Will Ferguson (the first head of

sales at Level2), and Natalie Sheils.

82. Former United employee Natalie Sheils’s LinkedIn professional profile lists

her current employer since August 2022 as “Stealth,” which, upon information and belief,

refers to Lore Health by its previous name, “Health Stealth Co.”

83. At least one other United employee has also been recruited to join Lore

Health. On or about May 19, 2023, a current United employee met Ehlert (at the employee’s

request) at Ehlert’s home in Minnesota to discuss the employee’s potential employment at

Lore Health, including specific details such as a potential offer of employment,

compensation for the position, and the structure of a role at Lore Health.

84. During this meeting, Ehlert indicated to the employee that Ehlert’s assistant

and former United employee, Karen Shorten, would follow up with the employee to

schedule additional meetings with other Lore Health employees, including Pollmann and

former United employee, Mike Christy. The United employee then met with Pollmann and

others to discuss his potential employment at Lore.

XI. Ehlert and Pollmann Cover Their Tracks.

85. From the founding of Lore Health to the present, Ehlert and Pollmann made

substantial efforts to hide their involvement with Lore Health.

86. As a front, they recruited several doctors to be the face of the organization.

They even provided a sham address in San Diego, California, as Lore Health’s “location.” It

is not Lore Health’s location, but rather the address of a San Diego law firm. Lore Health is

run by Ehlert and Pollmann out of their homes in Minnesota.

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87. The Lore Health website says nothing about Ehlert and Pollmann’s

involvement. In fact, it says nothing about the involvement of any of the at least seven (and

probably more) former United employees who currently work there. The website, like the

mailing address and the public-facing team, is a front.

88. Once United discovered Ehlert and Pollmann’s work at Lore Health and their

theft of United’s confidential information and trade secrets, Ehlert and Pollmann tried to

cover up their wrongdoing.

89. Over the course of 2023, Pollmann erased incriminating information.

Information regarding Dexcom was scrubbed from the Lore Health website. The Sequelae

website was disabled. Most concerningly, Pollmann secretly conferred with the United

employee he had pressured to provide the misappropriated information on a hard drive.

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90. Ehlert and Pollmann took these steps to cover up their wrongdoing as agents

for Lore Health. As a result of their intentional destruction of evidence and witness

interference, it may never be possible to know the full extent of the damage Lore Health

caused United.

FIRST CAUSE OF ACTION

Misappropriation of Trade Secrets

91. United realleges and incorporates by reference the allegations contained in

the paragraphs above as if fully set forth herein.

92. United’s trade secrets include information regarding (a) the nature of the

business case for Level2, (b) the means and manner of operationalizing the business

opportunity, (c) financial, organizational, and strategic planning documents, (d) data

insights and analysis, (e) clinical data, interventions, and micro-interventions, and (f)

actuarial and pricing documents.

93. United’s trade secrets do not include patented material.

94. This confidential information is not generally known to and not readily

ascertainable by persons who can obtain economic value from its disclosure or use, and

therefore has economic value to United.

95. The confidential information accessed and used by Lore Health constitutes

trade secrets of United under the federal Defend Trade Secrets Act, 18 U.S.C. § 1836, and

the Minnesota Uniform Trade Secrets Act, Minn. Stat. § 325C.01-.08.

96. United’s trade secrets are related to products or services used in, or intended

for use in, interstate or foreign commerce.

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97. As detailed above, United made reasonable efforts to ensure the secrecy of

its internally created confidential information accessed and used by Lore Health.

98. Upon information and belief, Lore Health has acquired by improper means,

and has used or is planning to use, United’s trade secrets when Lore Health knew, or had

reason to know, that the trade secrets were obtained without authorization. Such actions

constitute misappropriation of United’s trade secrets.

99. Lore Health’s misappropriation of United’s trade secrets has been willful and

malicious.

100. As a result of Lore Health’s misappropriation of United’s trade secrets, United

has suffered and will continue to suffer damages, including compensatory, incidental and

consequential damages, and actual losses and damages for the losses to United caused by

Lore Health’s conduct, such as, but not limited to, actual and/or future lost sales and

profits. Moreover, United is entitled to recoup the value of the unjust enrichment Lore

Health gained from this misappropriation, including Lore Health’s saved development

costs, enhanced customer sales relationships, and/or actual and/or future increased sales

and profits. Additionally, or in the alternative, United is entitled to a reasonable royalty for

the use of any of United’s trade secrets. United is further entitled to exemplary damages

under the DTSA and MUTSA, and punitive damages under Minnesota law.

101. United will suffer irreparable harm absent injunctive relief and is entitled to

an injunction to prevent Lore Health’s misappropriation and threatened further

misappropriation, and to prevent the value of United’s trade secrets from continuing to

inure unfairly to Lore Health’s benefit.

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102. In addition, United has incurred, and will continue to incur, attorneys’ fees

and related costs in prosecuting its misappropriation of trade secrets claim.

SECOND CAUSE OF ACTION

Unjust Enrichment

103. United realleges and incorporates by reference herein the allegations

contained in the paragraphs above as though fully set forth herein.

104. United also asserts this claim to recover the substantial expense incurred to

acquire and develop its confidential information (a) in the alternative to United’s trade

secret claim, and/or (b) to the extent that any misappropriated confidential information is

not found to be a trade secret.

105. As a result of the unlawful activities described above, including their

acquisition and use of United’s confidential information to which it had no right, Lore

Health has intentionally and unjustly enriched itself at United’s expense by the funds and

other benefits it has received and will receive because of its unlawful conduct.

106. United’s unjust enrichment damages from Lore Health’s statutory violations,

tortious interference, and other wrongful conduct include Lore Health’s avoided research

and development costs, enhanced customer sales relationships, and/or actual and/or future

increased sales and profits, as well as other unjust enrichment Lore Health has enjoyed

because of its wrongful conduct.

107. It would be unjust for Lore Health to retain the benefits it has received as a

direct and proximate result of its wrongful conduct alleged above.

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THIRD CAUSE OF ACTION

Tortious Interference with Contract

108. United realleges and incorporates by reference herein the allegations

contained in the paragraphs above as though fully set forth herein.

109. United asserts this claim (a) in the alternative to United’s trade secret claim,

(b) to the extent that any misappropriated confidential information is not found to be a

trade secret, and/or (c) to the extent the challenged conduct (as with non-solicitation) does

not implicate United’s trade secrets.

110. Lore Health is not a party to the Employment Agreements between Ehlert

and United.

111. Lore Health is not a party to the Employment Agreement between Pollmann

and United.

112. Lore Health knew, or should have known, about the Employment

Agreements between Ehlert and United.

113. Lore Health knew, or should have known, about the Employment Agreement

between Pollmann and United.

114. Ehlert’s and Pollmann’s Employment Agreements with United were

supported by adequate consideration and are enforceable.

115. Under the terms of their Employment Agreements with United, Pollmann

and Ehlert had continuing contractual obligations to maintain the confidentiality of

United’s confidential information, not use United’s confidential information, and to return

all United information post-termination as well as non-solicitation and non-competition

obligations.

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116. Lore Health has interfered with, and if not enjoined will continue to interfere

with, Ehlert’s and Pollmann’s obligations to United as set forth in the Employment

Agreements.

117. Lore Health intends to harm United by interfering with Ehlert’s and

Pollmann’s contractual obligations to United.

118. Lore Health intentionally procured the breach of those contractual

obligations by acquiring and using United’s confidential information that it knew, or

should have known, was acquired in violation of Ehlert’s and Pollmann’s contractual

obligations to United.

119. Lore Health’s interference was and is improper and without justification or

excuse. Lore Health interfered with Ehlert’s and Pollmann’s contractual obligations with

the intent of injuring United and improperly gaining a competitive and economic

advantage at United’s expense.

120. United sustained damages because of Lore Health’s interference with Ehlert’s

and Pollmann’s contractual obligations to United, including compensatory, incidental, and

consequential damages, and actual losses and damages for the losses to United caused by

Lore Health’s conduct, such as, but not limited to, actual and/or future lost sales and

profits.

FOURTH CAUSE OF ACTION

Unfair Competition

121. United realleges and incorporates by reference herein the allegations

contained in the paragraphs above as though fully set forth herein.

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122. United asserts this claim (a) in the alternative to United’s trade secret claim,

(b) to the extent that any misappropriated confidential information is not found to be a

trade secret, and/or (c) to the extent the challenged conduct (as with non-solicitation) does

not implicate United’s trade secrets.

123. Lore Health’s tortious interference with Ehlert’s and Pollmann’s Employment

Agreements, as alleged herein, constitutes an unfair method of competition.

124. Defendants’ actions in misappropriating and utilizing United’s trade secrets

and confidential information constitute an unfair method of competition.

125. Lore Health’s actions, as alleged herein, were unfair under all of the facts and

circumstances, in that Lore Health acted in bad faith, inequitably, and in a manner that

undermines the ethical standards and good faith dealings between parties engaged in

competition.

126. Lore Health’s unfair methods of competition affected commerce.

127. As a direct and proximate result of Lore Health’s unfair methods of

competition, United was harmed in its competition with Lore Health.

128. Lore Health’s actions in misappropriating United’s trade secrets, and in

tortiously interfering with Ehlert’s and Pollmann’s Agreements with United, were done

willfully.

129. As a direct and proximate result of Lore Health’s unfair methods of

competition, United has been damaged in an amount to be determined at trial.

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FIFTH CAUSE OF ACTION

Accounting

130. United realleges and incorporates by reference herein the allegations

contained in the paragraphs above as though fully set forth herein.

131. As a result of Lore Health’s misappropriation of United’s trade secrets and

confidential information, United lacks information necessary to determine where its trade

secrets and confidential information were transferred and stored, who had access to such

trade secret and confidential information, and what was been done with such trade secrets

and confidential information.

132. In addition, because of the series of shell entities Ehlert and Pollmann formed

to hide their unlawful activity, United lacks information necessary to determine which

entities benefited from the unlawful activity and to what extent.

133. Lore Health has access to information about where United’s trade secrets and

confidential information were transferred and stored, who had access to such trade secret

and confidential information, and what was done with such trade secrets and confidential

information.

134. Lore Health also has access to information regarding which entities benefited

from the unlawful activity and to what extent.

135. As a result, United is entitled to the equitable remedy of accounting.

SIXTH CAUSE OF ACTION

Conspiracy

136. United realleges and incorporates by reference herein the allegations

contained in the paragraphs above as though fully set forth herein.

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137. Lore Health was engaged in a civil conspiracy to accomplish some concerted

action, which injured United.

138. Lore Health committed and executed tortious acts in pursuance of certain

torts as previously delineated against United.

139. Lore Health did conspire and agree to commit such acts.

140. That as a direct and proximate result thereof, United has sustained injuries

set forth in this complaint.

WHEREFORE, United prays for an award as follows:

1. An order: (a) preliminarily and permanently enjoining Lore Health from:

accessing, using, or disclosing any United trade secrets or confidential information; (b)
ordering Lore Health to immediately return all United property to United; (c) ordering
Lore Health to fully and completely disclose the locations where United’s trade secrets and
confidential information were transferred and stored, who had access to such trade secret
and confidential information, and what was done with such trade secrets and confidential
information; (d) otherwise protecting United’s trade secrets and confidential information
from Lore Health’s wrongful conduct; and, (e) and ordering an accounting;

2. A judgment against Lore Health for all damages proximately caused by its
wrongful actions, for all amounts by which it may have been unjustly enriched, and
prejudgment interest;

3. For punitive and/or exemplary damages;

4. For attorneys’ fees and costs; and

5. For such other and further relief as the Court may deem just and proper.

DATED: December 28, 2023 FAEGRE DRINKER BIDDLE & REATH LLP

By: /s/ Randall E. Kahnke

Randall E. Kahnke (#202745)
Charles F. Knapp (#0220371)
John W. Ursu (#32257X)
Peter C. Magnuson (#0392342)

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Kiera K. Murphy (#0401027)

2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Telephone: (612) 766-7000
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]

Angela Kelver Hall (#26991-71) (pro hac vice

forthcoming)
Jane Dall Wilson, No. 24142-71 (pro hac vice
forthcoming)
300 North Meridian Street, Suite 2500
Indianapolis, IN 46204
Telephone: (317) 237-0100
[email protected]
[email protected]

Attorneys for UnitedHealth Group, Inc. & United

HealthCare Services, Inc.

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