1

FILED
2 2023 SEP 26 03:48 PM
KING COUNTY
3 SUPERIOR COURT CLERK
E-FILED
4 CASE #: 23-2-18452-1 SEA

7 THE SUPERIOR COURT FOR THE STATE OF WASHINGTON

IN AND FOR KING COUNTY
8

9 TRUPANION, INC., a Delaware corporation,

and TRUPANION MANAGERS USA, INC., NO.
10 an Arizona corporation,
11 Plaintiffs,
COMPLAINT
12 v.
13 DESTINATION PET, INC., a Delaware
corporation, DESTINATION PET, LLC DBA
14 DOGGY HAVEN RESORT, LLC, a
Delaware limited liability company, and ROY
15 STEIN, individually and on behalf of his
marital community,
16
Defendants.
17

18 Plaintiffs Trupanion, Inc. and Trupanion Managers USA, Inc., for causes of action against

19 defendants Destination Pet, Inc., Destination Pet, LLC dba Doggy Haven Resort, LLC, and Roy

20 Stein, allege as follows.

21 PARTIES

22 1. Plaintiff Trupanion, Inc. is a Delaware corporation with its headquarters in Seattle,

23 Washington.

24 2. Plaintiff Trupanion Managers USA, Inc. is an Arizona corporation with its

25 headquarters in Seattle, Washington. Trupanion Managers USA, Inc. is a wholly-owned

26 subsidiary of Trupanion, Inc.

27 3. Trupanion, Inc. and Trupanion Managers USA, Inc. are collectively referred to
GOLDFARB & HUCK
COMPLAINT - 1 ROTH RIOJAS, PLLC
925 Fourth Avenue, Suite 3950
Seattle, Washington 98104
Main: 206.452.0260
 1 herein as “Trupanion.”
2 4. On information and belief, Defendant Destination Pet, Inc. is a Delaware
3 corporation headquartered in Highlands Ranch, Colorado.
4 5. On information and belief, Defendant Destination Pet, LLC dba Doggy Haven
5 Resort, LLC is a Delaware limited liability company headquartered in Highlands Ranch, Colorado.
6 6. Defendant Destination Pet, Inc. and Destination Pet, LLC are collectively referred
7 to herein as “Destination Pet.”
8 7. On information and belief, Defendant Roy Stein (“Stein”) is a resident of
9 Massachusetts.
10 JURISDICTION AND VENUE
11 8. This Court has subject matter jurisdiction pursuant to RCW 2.08.010.
12 9. The Court has jurisdiction over Defendants based on at least the following:
13 a. On information and belief, Destination Pet owns, operates, and/or provides
14 services through facilities in Washington, including without limitation “Doggy
15 Haven Resort” in Bothell, Washington and “Wet Noses & Wagging Tails” in
16 Vancouver, Washington.
17 b. On information and belief, Destination Pet solicits and provides services to
18 parties in Washington, including in connection with the Yourgi application at
19 issue in this lawsuit (the “Yourgi App”). For example, the Yourgi App directs
20 users to the Doggy Haven Resort and Wet Noses & Wagging Tails facilities
21 located in Washington. Similarly, the websites for Doggy Haven Resort and
22 Wet Noses & Wagging Tails encourage visitors to obtain the Yourgi App.
23 c. In furtherance of their business in Washington, including the business activity
24 discussed above, Destination Pet, Inc. and Destination Pet, LLC have registered
25 with the Washington Secretary of State, and have designated registered agents
26 to receive service of process in Washington. Destination Pet, LLC’s
27 registration with the Washington Secretary of State includes: “DBA DOGGY
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 1 HAVEN RESORT, LLC.”
2 d. Stein consented to venue in Washington under his agreements with Trupanion,
3 including the Founder Restrictive Covenants Agreement set forth below.
4 e. Defendants committed one or more tort(s) in Washington, and/or which was
5 directed at Washington, as set forth below.
6 10. Venue in this Court is proper pursuant to, inter alia, RCW 4.12.020, RCW
7 4.12.025, and/or CR 82(a).
8 STATEMENT OF FACTS
9 11. Trupanion provides medical insurance for pets, as well as other services and
10 information related to pet health and wellness.
11 12. Stein was the co-founder and CEO of Babel Bark, Inc., which developed a mobile
12 application called BabelBark (the “BabelBark App”). The BabelBark App was designed to
13 connect prospective customers with a network of pet-related service providers, and also assist with
14 the management of pet health records.
15 13. In October 2020, Trupanion acquired all rights and ownership over the BabelBark
16 App, including all related intellectual property (the “BabelBark Intellectual Property”). The
17 BabelBark Intellectual Property includes, inter alia, the source code and trade secrets related to
18 the ideation, development, and execution of the BabelBark App.
19 14. In connection with Trupanion’s acquisition of the BabelBark Intellectual Property,
20 Trupanion and Stein entered into a Founder Restrictive Covenants Agreement dated October 30,
21 2020 (the “Restrictive Covenants”).
22 15. In the Restrictive Covenants, Stein agreed that during a three-year “Restricted
23 Period” following the transaction closing date, he would not “(a) hire any individual who is or was
24 a Company Employee[1] to the knowledge of [Stein]; or (b) directly or indirectly, personally or
25
1
“Company Employee” is defined as “any individual who (i) is or was an officer, director, advisor, employee,
26 representative, consultant or agent of the Company [Babel Bark, Inc.] or Purchaser [Trupanion] on the date of this
Agreement or during the three (3) year period prior to the date of this Agreement, or (ii) becomes an employee, officer,
27 director, advisor, employee, representative, consultant or agent of the Company or Purchaser at any time during the
Restricted Period.”
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 1 through others, encourage, induce, attempt to induce, solicit or attempt to solicit (on [Stein]’s own
2 behalf or on behalf of any other Person) any Company Employee to leave his or her employment
3 with the Company [Babel Bark, Inc.] or Purchaser [Trupanion].”
4 16. In the Restrictive Covenants, Stein further agreed that he would not “provide any
5 information to any Competitor to the extent that any such information may assist that Competitor
6 in soliciting business to or from any [Trupanion] Customer.”
7 17. The Restrictive Covenants also contain a clause providing for an award of
8 attorney’s fees and costs to the prevailing party in legal action to enforce, or relating to, the
9 Restrictive Covenants.
10 18. Trupanion, Inc. and Stein also entered into a Consulting Agreement dated October
11 30, 2020 (the “Consulting Agreement”), under which Stein was paid $50,000 for additional
12 consulting services related to the BabelBark intellectual Property. The Consulting Agreement
13 obligated Stein to maintain the confidentiality of Trupanion’s intellectual property and other
14 proprietary and confidential information in perpetuity.
15 19. On information and belief, Destination Pet owns, operates, and/or maintains a
16 nationwide network of pet service providers, such as veterinary clinics, boarding facilities, and
17 dog day cares.
18 20. On information and belief, in April 2021, Stein joined Destination Pet as its
19 President and Chief Operating Officer.
20 21. On information and belief, over the next six months, Stein encouraged, induced,
21 and/or solicited certain third parties, who were former employees of Babel Bark, Inc. and had
22 subsequently become employees of Trupanion Managers USA, Inc., to join Destination Pet,
23 namely William Rebozo, Ryan Cain, and Rob Christensen (the “Solicited Employees”).
24 22. The Solicited Employees were privy to proprietary and confidential information
25 regarding the BabelBark Intellectual Property arising from their previous work for Babel Bark,
26 Inc. In addition, during their employment with Trupanion Managers USA, Inc., the Solicited
27 Employees were privy to additional confidential and proprietary information of Trupanion.
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 1 23. The Solicited Employees had signed Trupanion’s standard form confidentiality
2 agreement, which includes, among other things, assignment of intellectual property and
3 confidentiality provisions. These provisions are in effect in perpetuity.
4 24. Both Stein and the Solicited Employees had been integral to the development of
5 the BabelBark App, as they collectively have coding, software architecture, project management,
6 and product development experience.
7 25. On or about May 2, 2022, Destination Pet released the Yourgi App, which purports
8 to connect prospective customers with Destination Pet’s network of pet-related service providers,
9 and assists owners with the management of their pets’ health records.
10 26. The BabelBark App and the Yourgi App share the same functionality and are, in
11 many respects, substantively identical. For example, the following comparison of the two
12 applications is illustrative.
13

14 The BabelBark App: 2

15

16

17

18

19

20

21

22

23

24

25

26
2
27 Screenshots from video at BabelBark mobile app for pet parents - YouTube:
(https://www.youtube.com/watch?v=BsYHg8CM0LA).
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COMPLAINT - 5 ROTH RIOJAS, PLLC
925 Fourth Avenue, Suite 3950
Seattle, Washington 98104
Main: 206.452.0260
 1

10

11

12 The Yourgi App:3

13

14

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17

18

19

20

21

22

23

24

25
3
26 Screenshots from videos at Yourgi: Your Guide to Your Pet's Best Life. - YouTube
(https://www.youtube.com/watch?v=6CCLnAVpfsM) and Yourgi on the App Store (apple.com)
27 (https://apps.apple.com/us/app/yourgi/id1619858187).

GOLDFARB & HUCK

COMPLAINT - 6 ROTH RIOJAS, PLLC
925 Fourth Avenue, Suite 3950
Seattle, Washington 98104
Main: 206.452.0260
 1

10

11

12

13

14

15 27. On information and belief, both Stein and the Solicited Employees also played

16 pivotal roles in the development of the Yourgi App, which was released mere months after they

17 joined Destination Pet.

18 28. For example, Mr. Rebozo’s LinkedIn page describes the following experience with

19 Babel Bark, Inc., Trupanion, and Destination Pet:

20 VP Product
21 Destination Pet, LLC ꞏ Full-time
Oct 2021 - Presentꞏ 1 yr 11 mos
22 Denver, Colorado, United States

23 Conceptualized, created, and launched Yourgi, a platform connecting customers

directly to 3rd party pet systems through mobile and web applications. 25%
24 adoption of customers across 150+ locations in < 1 year.
25 Delivered e-commerce solution with customizable subscription plans, PoS
integration, and automated marketing in less than 3 months.
26
Skills: User Experience (UX) ꞏ Product Management ꞏ Mobile Devices ꞏ Enterprise
27 Software
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 1 Director Integration Technology
Trupanion ꞏ Full-time
2 Oct 2020 - Oct 2021 ꞏ 1 yr 1 mo
3 Seattle, Washington, United States

4 Managed engineering team responsible for Trupanion's proprietary martech stack,

integrating over 1 Ok individual practice management systems with internal CRMs,
5 CDPs, and automated marketing tool. Team also managed partner APls delivering
"Powered by Trupanion" products through strategic partners.
6

7 Skills: Integration ꞏ Digital Marketing

8
Co-Founder, Product & Market Strategy
9 BabelBark
Mar 2015 - Oct 2020 ꞏ 5 yrs 8 mos
10
Greater Seattle Area
11
Conceptualized, created, and launched Babel Bark from concept to an 18-person
12 company reaching over 1,200 pet businesses and 300,000 pets over a 5 year period.
Raised over $10 million to develop the world's first horizontal digital platform for
13 the pet industry connecting pets with local veterinarians, animal shelters, and pet
businesses.4
14

15 29. Stein and the other Solicited Employees likewise describe their work for Babel
16 Bark, Inc. and Destination Pet — relating to the development of the BabelBark App and the Yourgi
17 App, respectively — in highly similar terms.
18 30. On information and belief, Destination Pet and Stein, including by and through the
19 Solicited Employees, have misappropriated and infringed upon the BabelBark Intellectual
20 Property in order to create, develop, and/or deploy the Yourgi App.
21 31. The Solicited Employees were “Company Employees” pursuant to the employee
22 nonsolicitation provision of the Restrictive Covenants. Thus, Stein violated the Restrictive
23 Covenants by encouraging, inducing, and/or soliciting the Solicited Employees to leave
24 Trupanion, and by hiring them at Destination Pet.
25 32. In addition, pursuant to the Restrictive Covenants, Destination Pet is a
26 “Competitor” of Trupanion (as indicated by, inter alia, the fact that the Yourgi App duplicates the
27 4
https://www.linkedin.com/in/rebozo.
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 1 functionality of the BabelBark App purchased by Trupanion). By working with Destination Pet
2 to, inter alia, create and operate its knockoff Yourgi App, Stein violated his obligation in the
3 Restrictive Covenants not to “provide any information to any Competitor to the extent that any
4 such information may assist that Competitor in soliciting business to or from any [Trupanion]
5 Customer.”
6 33. On information and belief, the Solicited Employees breached their agreements with
7 Trupanion by utilizing the BabelBark Intellectual Property, and/or other intellectual property
8 owned by Trupanion, to create, develop, and operate the Yourgi App.
9 34. On information and belief, Destination Pet directed, encouraged, aided, abetted,
10 and/or profited from Stein’s breaches of his agreements with Trupanion; and both Destination Pet
11 and Stein directed, encouraged, aided, abetted, and/or profited from the Solicited Employees’
12 breaches of their respective agreements with Trupanion.
13 35. Defendants’ conduct was willful and malicious. Defendants were fully aware of
14 Trupanion’s rights, given that Stein (who, during the relevant time period, also served as
15 Destination Pet’s President and Chief Operating Officer, and whose actions are imputed to
16 Destination Pet) was directly involved in, and profited from, Trupanion’s acquisition of the
17 BabelBark Intellectual Property, and was fully aware of the related and attendant contracts and
18 confidentiality obligations.
19 FIRST CAUSE OF ACTION
20 (Violation of Washington Uniform Trade Secret Act, Chapter 19.108 RCW)
21 (Against All Defendants)
22 36. Trupanion hereby incorporates by reference all prior averments of fact.
23 37. The BabelBark Intellectual Property and the related confidential and proprietary
24 information of Trupanion (the “Trade Secrets”) were trade secrets because, inter alia, they were
25 not generally known and were not readily ascertainable by proper means.
26 38. Trupanion’s Trade Secrets were valuable information.
27 39. Substantial effort was expended to develop the Trade Secrets, which Trupanion
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 1 purchased.
2 40. Trupanion took reasonable efforts to keep secret its Trade Secrets.
3 41. Defendants improperly misappropriated Trupanion’s Trade Secrets and used
4 Trupanion’s Trade Secrets, including without limitation in creating, developing, and/or deploying
5 the Yourgi App.
6 42. As a direct and proximate result of Defendants’ misappropriation, Trupanion has
7 been damaged in an amount to be proven at trial.
8 43. Defendants’ misappropriation of the Trade Secrets was willful and malicious, and
9 Trupanion is entitled to enhanced damages and attorney’s fees pursuant to, inter alia, RCW
10 19.108.030(2) and RCW 19.108.040.
11 SECOND CAUSE OF ACTION
12 (Tortious Interference With Contract and Economic Expectancy) (Against All Defendants)
13 44. Trupanion hereby incorporates by reference all prior averments of fact.
14 45. As set forth above, Trupanion possessed valid and enforceable nonsolicitation
15 rights under Stein’s Restrictive Covenants, and confidentiality and intellectual property rights
16 under Stein’s Restrictive Covenants and Trupanion’s agreements with the Solicited Employees.
17 46. Destination Pet wrongfully, knowingly, and intentionally induced and/or otherwise
18 facilitated Stein’s breach of his agreements with Trupanion, including the Restrictive Covenants.
19 47. Stein and Destination Pet wrongfully, knowingly, and intentionally induced and/or
20 facilitated the Solicited Employees’ breaches of their agreements with Trupanion, including their
21 respective confidentiality and invention assignment obligations.
22 48. Stein and Destination Pet tortiously interfered with Trupanion’s economic
23 expectancies, including its ability to utilize and benefit from the BabelBark Intellectual Property.
24 49. Defendants’ conduct was wrongful both as to purpose and means. As a matter of
25 law, it is an unfair business practice to induce employees to violate their nonsolicitation,
26 confidentiality, and intellectual property obligations in order to steal business from a competitor.
27 50. Defendants’ conduct damaged Trupanion in an amount to be proven at trial.
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 1 THIRD CAUSE OF ACTION
2 (Violation of Washington Consumer Protection Act, Chapter 19.86 RCW)
3 (Against All Defendants)
4 51. Trupanion hereby incorporates by reference all prior averments of fact.
5 52. Defendants’ acts were unfair and deceptive. Intentional violations of
6 nonsolicitation, confidentiality, and intellectual property obligations are unfair business practices
7 as a matter of law. In addition, Defendants’ conduct had the potential to deceive, and likely did
8 deceive, customers who used the Yourgi App believing it was a legitimate Destination Pet product,
9 when in fact it was misappropriated from Trupanion.
10 53. Defendants’ acts affect the public interest because, inter alia, Defendants’ acts are
11 capable of repetition, and were, in fact, repeated for the many counterparties of Trupanion involved
12 (i.e., Stein and the other Solicited Employees), and for the customers deceived by the knockoff
13 Yourgi App.
14 54. Trupanion’s business and property interests have been injured as a result of
15 Defendants’ unfair and deceptive acts.
16 55. But for Defendants’ unfair and deceptive acts, Trupanion would not have suffered
17 these injuries.
18 56. Trupanion is therefore entitled to damages under the Washington Consumer
19 Protection Act (“CPA”) in an amount to be proven at trial. In addition, pursuant to RCW
20 19.86.090, Trupanion is entitled to treble damages up to the statutory maximum amount, and to its
21 attorney’s fees.
22 FOURTH CAUSE OF ACTION
23 (Common Law Unfair Competition) (Against All Defendants)
24 57. Trupanion hereby incorporates by reference all prior averments of fact.
25 58. Defendants’ conduct alleged herein, including without limitation their raiding of
26 Trupanion’s employees and improper conversion of Trupanion intellectual property, constitutes
27 unfair competition.
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 1 59. Defendants’ conduct damaged Trupanion in an amount to be proven at trial.
2 FIFTH CAUSE OF ACTION
3 (Breach of Contract) (Against Stein)
4 60. Trupanion hereby incorporates by reference all prior averments of fact.
5 61. Trupanion and Stein entered into certain agreements, including the Restrictive
6 Covenants, which agreements are (but for Stein’s material breaches) fully valid and enforceable.
7 62. Stein materially breached his agreements with Trupanion, including by soliciting
8 the Solicited Employees.
9 63. As a direct and proximate result of Stein’s breaches, Trupanion has been damaged
10 in an amount to be proven at trial.
11 64. In addition, pursuant to the attorneys’ fee clause in the Restrictive Covenants,
12 Trupanion is entitled to an award of its costs and fees.
13 SIXTH CAUSE OF ACTION
14 (Conversion) (Against All Defendants)
15 65. Trupanion hereby incorporates by reference all prior averments of fact.
16 66. On information and belief, Defendants utilized property belonging to Trupanion in
17 the course of conduct described above, and Defendants thereby unlawfully deprived Trupanion of
18 its right to exclusive possession and use of such property.
19 67. Trupanion is entitled to damages for Defendants’ conversion in an amount to be
20 proven at trial.
21 SEVENTH CAUSE OF ACTION
22 (Restitution / Unjust Enrichment) (Against All Defendants)
23 68. Trupanion hereby incorporates by reference all prior averments of fact.
24 69. Destination Pet has been unjustly enriched by its misconduct, including because it
25 was able to develop the Yourgi App in less time, for less money, and with greater functionality
26 than had it developed a comparable application from scratch, and because it hired the Solicited
27 Employees.
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 1 70. Stein has been unjustly enriched because, inter alia, he profited from the
2 consideration paid by Trupanion to acquire the BabelBark Intellectual Property, and, on
3 information and belief, profited from his subsequent work for Destination Pet.
4 71. Defendants have been unjustly enriched at the expense of Trupanion.
5 72. Trupanion should be awarded damages, based on the equitable doctrine of unjust
6 enrichment, in an amount to be proven at trial.
7 EIGHTH CAUSE OF ACTION
8 (Constructive Trust) (Against All Defendants)
9 73. Trupanion hereby incorporates by reference all prior averments of fact.
10 74. To prevent unjust enrichment to Defendants as set forth in the preceding count, the
11 Court should impose a constructive trust on all such enrichment for the benefit of Trupanion,
12 including without limitation all revenues derived from the Yourgi App.
13 NINTH CAUSE OF ACTION
14 (Civil Conspiracy) (Against All Defendants)
15 75. Trupanion hereby incorporates by reference all prior averments of fact.
16 76. Defendants combined and agreed to accomplish the unlawful purposes through the
17 unlawful means alleged herein.
18 77. Accordingly, each Defendant is jointly and severally liable for the acts of all other
19 Defendants pursuant to the conspiracy, including acts which occurred before that Defendant joined
20 the conspiracy.
21 PRAYER FOR RELIEF
22 Wherefore, Plaintiffs respectfully ask this Court to award the following relief:
23 1. For judgment against Defendants, jointly and severally, and an award of all
24 damages and exemplary relief allowed by law, in an amount to be proven at trial, and including
25 without limitation:
26 a. Damages incurred by Trupanion as a result of Defendants’ misconduct;
27 b. Disgorgement of all consideration paid by Trupanion and obtained by Stein to
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 1 acquire the BabelBark Intellectual Property;
2 c. Disgorgement of all other unjust enrichment to Defendants, including without
3 limitation Destination Pet’s cost savings and profits attributable to the Yourgi
4 App, and all consideration paid to Stein by Destination Pet and/or Trupanion;
5 and
6 d. The reasonable value of the property misappropriated by Defendants, including
7 without limitation a reasonable royalty pursuant to RCW 19.108.020(2).
8 2. For exemplary damages for willful trade secret misappropriation pursuant to RCW
9 19.108.030(2).
10 3. For treble damages pursuant to RCW 19.86.090, up to the statutory maximum.
11 4. For temporary and permanent injunctive relief preventing Defendants from
12 utilizing the Yourgi App, Trupanion’s Trade Secrets and other intellectual property, and further
13 misappropriation or other misconduct.
14 5. For attorney’s fees and costs pursuant to the Restrictive Covenants, RCW
15 19.86.090, RCW 19.108.040, and any other provision of law or applicable agreement.
16 6. For pre- and post-judgment interest as allowed by law.
17 7. For any other relief that the Court deems just and proper.
18 RESPECTFULLY SUBMITTED this 5th day of September, 2023.
19
Goldfarb & Huck Roth Riojas, PLLC
20

21
/s/ Kit W. Roth
22 Kit W. Roth, WSBA No. 33059
925 Fourth Avenue, Suite 3950
23 Seattle, Washington 98104
Telephone: (206) 452-0260
24 Facsimile: (206) 397-3062
E-mail: roth@goldfarb-huck.com
25

26 Attorneys for Plaintiffs

27
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