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Case No.
COMPLAINT FOR DECLARATORY
RELIEF
v.
JEREMY GUILLORY,
Defendant.
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COMPLAINT FOR DECLARATORY RELIEF
Automation, Inc. (Cruise or the Company) and Kyle Vogt bring this Complaint for
Declaratory Relief arising out of the claimed equity interests in Cruise by defendant Jeremy
Guillory. Plaintiffs allege on personal knowledge as to themselves and their own acts, and upon
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INTRODUCTION
1.
This case arises out of Defendants opportunistic and brazen attempts to extort
money from Cruise and Mr. Vogt. As alleged below, after mutually parting ways with Mr. Vogt
over two years ago, Mr. Guillory emerged from the shadows with his hand out within days of the
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March 11, 2016 news that General Motors Company (GM) intends to acquire Cruise. As
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explained below, Mr. Guillory should put his hand back into his pocket; he does not have any
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2.
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otherwise delay GMs merger acquisition of Cruise for his own pecuniary benefit. Knowing that
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his claim could interfere with the GM transaction, Mr. Guillory hopes to leverage his extortionist
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claims to achieve a pay-off from the Company. Declaratory relief is therefore necessary to
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3.
Mr. Guillorys baseless allegations have also caused an unnecessary and damaging
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delay in the sale of Cruise to General Motors. Time is truly of the essence in the highly
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competitive and frenetic race in the development of autonomous technology. Any continued
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delay damages Plaintiffs. As a result, Plaintiffs seek the Courts immediate resolution of this
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matter so that Cruise and General Motors may proceed to fulfill the respective benefits of their
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bargain.
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PARTIES
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Delaware with its headquarters and principal place of business in San Francisco, California.
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Cruise is developing the software and necessary hardware to make it possible for vehicles to be
-1COMPLAINT FOR DECLARATORY RELIEF
seeks to increase mobility, reduce carbon emissions and oil consumption, regain time and hours
of lost productivity due to driving, and save billions of dollars and lives due to car accidents.
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This Court has jurisdiction over Defendant pursuant to Section 410.10 of the
California Code of Civil Procedure because Defendant resides in California, and has taken actions
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8.
Venue in this Court is proper, pursuant to Section 410.10 of the California Code of
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Civil Procedure, because the subject matter of the litigation is ownership of and injury to a
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FACTUAL ALLEGATIONS
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9.
Mr. Vogt is the founder and Chief Executive Officer of Cruise. Prior to founding
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Cruise, Mr. Vogt co-founded two other successful startups in Justin.tv, Inc. and Twitch. Twitch
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was a subdivision of Justin.tv and became the ESPN of video gaming. Twitch was later acquired
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Corporation in early to mid-September 2013. At the time, Cruise was a pure start up with no
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products. Through the hard work and dedication of Mr. Vogt and others at Cruise over the course
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containing cameras, radar, GPS and other sensors, and capable of delivering features such as
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precision steering, car and lane tracking, adaptive speed control, and collision avoidance. The
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Company shifted focus in 2015, and has since spent its efforts developing the software and other
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11.
On or about September 30, 2013, Danielle Fong, a common friend of Mr. Vogt
and Defendant, introduced the two via email due to their common interests. After the
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-2COMPLAINT FOR DECLARATORY RELIEF
introduction, on or about October 3, 2013, Mr. Vogt and Defendant met for the first time to
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Between October 3, 2013 and November 11, 2013, after Mr. Vogt had already
founded Cruise, Mr. Vogt and Defendant exchanged various emails and correspondences where
they discussed a potential collaboration in working to develop Cruise (the Early Discussion
Period).
13.
Mr. Vogt and Mr. Guillory had personalities and visions that were not compatible and the two
decided not to pursue any collaboration on Cruise. After this decision, Jeremy never participated
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During the Early Discussion Period between Mr. Guillory and Mr. Vogt:
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(a)
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(b)
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(c)
Defendant did not pay any sum of money or other form of collateral for
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(d)
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(e)
Defendant did not write code for any technology being developed by
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Cruise;
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(f)
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Defendant did not draft, file or create any patents for the technology being
(g)
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Combinator, following the mutual decision between Defendant and Mr. Vogt to pursue separate
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interests, on November 19, 2013, Mr. Vogt interviewed alone with Y Combinator partners. Y
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Combinator is a company that provides seed fundingthe earliest stage of venture funding to pay
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expenses while a company is just startingin return for small stakes in the companies it funds.
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16.
Mr. Guillory never took part in any fundraising efforts for Cruise. Already having
parted ways with Mr. Guillory, Mr. Vogt individually met with other executives of venture capital
-3COMPLAINT FOR DECLARATORY RELIEF
firms for seed funding in late November and December 2013. Following the interviews and
pitches with various venture capital firms, Mr. Vogt and Defendant did not exchange any emails
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17.
In January 2014, Cruise completed its first round of seed funding. As alleged
After receiving its first round of seed funding, between January 2014 and
September 2015, Cruise hired employees to grow the Company, and to build and test prototypes
of its autonomous vehicle technology. Similar to most startup companies, Cruise granted certain
employees, officers, and directors equity in the form of stock options as part of their
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compensation package. Early investors in the seed funding were also given equity in Cruise. As
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directors contained a vesting schedule of four years with a one year cliff. In particular, Mr.
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The Vesting Shares, if any, shall be released from the Repurchase Option as hereafter
described in this Section 3(a)(iii) and in Section 3(a)(iv), provided, however, that such
scheduled releases from the Repurchase Option shall immediately cease as of the
Termination Date. Fractional shares shall be rounded to the nearest whole share. Subject
to the foregoing, 1/4th of the Vesting Shares shall be released from the Repurchase Option
on the 12-month anniversary of this Agreement, and an additional 1/48th of the Vesting
Shares shall be released from the Repurchase Option on the corresponding day of each
month thereafter (and if no corresponding day, the last day of the month), until all Vesting
Shares are released from the Repurchase Option.
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This common Silicon Valley vesting schedule means that an employee, including
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Mr. Vogt, earns equity in Cruise evenly every month for four years, but an employee is entitled to
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zero equity if the employee departs Cruise in less than one year from their start date. Thus, while
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Defendant never received any stock options in the Company, if he had, they would have been
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21.
In September 2015, Cruise completed its second round of funding for $12.5
million. Defendant again had no involvement with Cruise or in raising capital for this second
round. Indeed, on September 21, 2015, Defendant emailed Mr. Vogt a congratulatory message
about the second round of funding. Defendants email made no allegation or reference to any
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From its inception to present, Cruise has grown from Mr. Vogts vision into a
fifty-person firm and is among the few companies with permits from the state of California to test
autonomous vehicles.
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23.
Three days later on March 14, 2016, Defendant emerged from the shadows and for
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the first time asserted that he had an equity ownership stake in Cruise. Prior to the announcement
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of the acquisition, Defendant had never, in any form, made any allegation or reference to any
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secure an unjustified payout from Cruise by threatening to interfere with or otherwise delay the
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GM transaction.
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26.
Defendant has not disputed the fact that he did not invest in Cruise.
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Defendant has not disputed the fact that no stock of Cruise was issued to him.
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Defendant has not disputed the fact that he did not receive any stock option
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Defendant has not disputed the fact that even if he received stock in Cruise (which
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he did not receive), it would be subject to a one year vesting cliff that, because of the decision to
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part ways with Mr. Vogt, would not have been met.
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30.
Defendant has not disputed that his participation in any Cruise activities lasted for
Defendant did not hire or contribute to the recruiting or hiring of anyone who has
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32.
Defendant has not disputed the fact that he did not write code for any technology
Defendant has not disputed the fact that he has not filed any patents for the
Defendant has not disputed the fact that he did not develop or build any device(s)
Defendant has not attempted to provide any facts that support his purported
CAUSES OF ACTION
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36.
Plaintiffs allege the allegations set forth in Paragraphs 1 through 34 above and
An actual controversy has arisen and now exists between the Plaintiffs and
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Defendant concerning their respective rights. Specifically, Defendant contends that he has an
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equity interest in Cruise. Plaintiffs deny that any such equity interest exists.
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38.
Even if Defendant ever had an equity interest in Cruise (he does not), his equity
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interest is subject to the vesting schedule applicable to all employees, officer and directors,
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including Mr. Vogt. Cruises vesting schedule contains a one year cliff, which means that
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Defendant must remain employed by or at the Company for at least one year before any
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39.
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(a)
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(b)
In the alternative, if the Court finds that Defendant has some equity
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ownership interest in Cruise, then that equity interest is subject to Cruises vesting schedule
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containing a one year cliff and that equity interest never vested.
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-6COMPLAINT FOR DECLARATORY RELIEF
40.
necessary because Defendant has frustrated Cruises acquisition by GM, and to remove potential
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(Partnership)
41.
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partnership with Plaintiff Vogt in Cruise. Plaintiffs deny that any such partnership exists or
existed. Even if Defendant had a partnership with Plaintiff Vogt in Cruise (he does not), the
partnership was terminated when Defendant left the Company in November 2013.
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(b)
necessary because Defendant has frustrated Cruises acquisition by GM, and to remove potential
uncertainty with respect to a partnership of the Company.
Third Cause of Action Declaratory Judgment
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An actual controversy has arisen and now exists between the Plaintiffs and
Defendant concerning their respective rights. Specifically, Defendant contends that he has a
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Plaintiffs allege the allegations set forth in Paragraphs 1 through 40 above and
(Intellectual Property)
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Plaintiffs allege the allegations set forth in Paragraphs 1 through 44 above and
An actual controversy has arisen and now exists between the Plaintiffs and
Defendant concerning their respective rights. Specifically, Defendant contends that he has rights
to certain intellectual property and the autonomous self-driving technology of Cruise. Plaintiffs
deny any such allegation. Specifically, Defendant never contributed to or worked on any
technology or intellectual property of Cruise.
-7COMPLAINT FOR DECLARATORY RELIEF
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47.
necessary to remove potential uncertainty with respect to the intellectual property of the
Company.
(Trade Secrets)
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49.
Plaintiffs allege the allegations set forth in Paragraphs 1 through 48 above and
An actual controversy has arisen and now exists between the Plaintiffs and
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Defendant concerning their respective rights. Specifically, Plaintiffs maintain certain trade
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secrets regarding their autonomous self-driving technology, and given Defendants recent
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allegations, Plaintiffs have reason to be concerned that Defendant may attempt to use such trade
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51.
necessary to remove potential uncertainty with respect to the trade secrets of the Company.
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1.
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3.
For a declaration that no partnership exists between Plaintiff Vogt and Defendant;
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4.
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property of Cruise;
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5.
For a declaration that Defendant has no right to own, use, or disclose any trade
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secrets of Cruise;
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6.
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For such other and further relief as the Court may deem proper.
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James N. Kramer
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