Filing # 79111119 E-Filed 10/10/2018 01:33:19 AM
IN THE CIRCUIT COURT OF THE
ELEVENTH JUDICIAL CIRCUIT, IN
AND FOR MIAMLDADE COUNTY,
FLORIDA
KAIROS AR, INC. CIVIL DIVISION
CASE NO.
Plaintiff,
7
BRIAN BRACKEEN,
Defendant
/
COMPLAINT
Plaintiff, KAIROS AR, INC, (“Plaintiff” or “Kairos” or “Company”), through its
undersigned counsel, hereby sues Defendant, BRIAN BRACKE!
("Defendant”), and alleges:
I. NATURE OF ACTION
1. Plaintiff, Kairos, is a technology company that provides facial recognition and
other artificial intelligence software. Defendant is the founder of the Company and was the
Chief Executive Officer (“CEO”) from 2012, when he founded the Company, to September 28,
2018, when he was terminated for cause. The parties entered into multiple written contracts
outlining the terms of Brackeen’s employment. This is an action by Plaintiff against Defendant
resulting from Defendant’s breach of the written agreements, Defendant’s civil theft and
conversion of PlaintifY's property, disclosure and use of Plaintifi’s confidential information,
breach of his fiduciary duties to Kairos, solicitation of Plaintiff's employees, tortious
interference, and defamation.
2. Defendant has intentionally taken actions which he knows directly breach the
applicable agreements, he has stolen property from Kairos and is continuing to tortiously
Kairos AR, Ine
60 Brickell Key Drive, Suite 1000, Miami, Florida 33131interfere with Kairos’s business with the intent to injure Plaintiff's goodwill and business
operations. Through this action, Plaintiff seeks to recover monies and property converted by
Defendant, to enjoin Defendant from further breaching agreements and from continuing to
intentionally harm Plaintiff,
Il, THE PARTIES, JURISDICTION AND VENUE
3. This is an action for damages in an amount greater than Fifteen Thousand Dollars
($15,000.00), exclusive of interest, costs, and attomeys’ fees and is within the subject matter
jurisdiction of this Court
4. Plaintiff, Kairos, is a Delaware corporation with its principal place of business at
601 Brickell Key Drive, Suite 1000, Miami, Florida 33131.
5. Defendant, Brian Bracken, is an individual residing in Miami-Dade county.
6. Venue in this action is proper in Miami-Dade County, Florida pursuant to
§47.051, Fla, Stat, (2013), because the causes of action asserted herein accrued in Miami-Dade
County, Florida, because the subject contract was entered into Miami-Dade, because the property
stolen and converted by Brackeen is located in Miami-Dade County, Florida and because the
parties agreed by virtue of Section 8 of the Employment Agreement that all disputes ean only be
addressed through courts in the Southern District of Florida.
TIL GENERAL ALLEGATIONS
7. Brackeen founded Kairos in 2012.
8. Bracken was the CEO of Kairos since its founding in 2012 through the date of
his termination on September 28, 2018.
Kairos AR, Ine
60 Brickell Key Drive, Suite 1000, Miami, Florida 331312 As a condition to serving as Kairos’s CEO, Brackeen signed an Employment
Agreement! (the “Employment Agreement”) on or around February 14, 2014, and a Proprietary
Information and Invention Assignment Agreement (the “PILA”) on or around April 30, 2012 (the
Employment Agreement and the PIIA are collectively referred to as the “Agreements” herein).
The Employment Agreement is attached hereto as Exhibit “A”; the PIIA is attached hereto as
Exhibit “B.
10, The Employment Agreed outlined the details
of Brackeen’s employment,
including who he was to report to, his duties, restrictions on his activity and his salary, amongst
other terms.
11, Although Brackeen was CEO, he agreed to “report to the Board of Directors.” See
Ex. “A,” Sec. 1
12, Inaddition, as part of the Employment Agreement, Brackeen:
like all Company employees....[was] required, as a condition to
[his] employment with the Company, to sign the Company’s
standard Proprietary Information and Inventions Agreement.
See Ex. “A”, See. 5.
13. The PIIA provided Kairos’s definition of confidential information, which
included:
“all [iJnventions and all other business, technical and financial
information (including, without limitation, the identify of and
information relating to customers or employees) [he develops],
Jearn{s] or obtain{s] during the term of [his] employment that relate
to [Kairos] or the business or demonstrably anticipated business of
[Kairos] or that are received by or for [Kairos] in confidence
' Brackeen had signed multiple employment agreements over the eourse of his employment at Kairos, The
Employment Agrecment referenced herein was in effect at all relevant times mentioned in this Complaint
Kairos AR, Ine
60 Brickell Key Drive, Suite 1000, Miami, Florida 33131