John C. Hueston, State Bar No. 164921
jhueston@hueston.corn
Robert N. Klieger, State Bar No. 192962
rkheger@hueston. corn
Marshall A. Camp, State Bar No. 231389
mcsmp@hueston. corn
4

E-FILED
1/26/2017 9:06:17 AM
Clerk of Court
Superior Court of CA,
County of Santa Clara
17CV305646
Reviewed By:R. Walker

HUESTON HENNIGAN LLP
523 W. 6th Street, Suite 400
Los Angeles, California 90014
Telephone:
Facsimile:

6

(213) 778-4340
(888) 775-0898

Attorneys for Plaintiff
Tesla Motors, Inc.

SUPERIOR COURT OF THK STATE OF CALIFORNIA

COUNTY OF SANTA CLARA
10
11

TESLA MOTORS, INC., a Delaware

Case No.

17CV305646

corporation;

COMPLAINTFOR:

12

Plaintiff,
13

(1)
(2)
(3)

V.

14
15

16
17

STERLING ANDERSON, an individual;
CHRISTOPHER URMSON, an individual;
AURORA INNOVATION,LLC, a Delaware
limited liability company; and
DOES 1 through 10, inclusive,
Defendants.

18

(4)
(5)
(6)

BREACH OF CONTRACT
BREACH OF DUTY OF LOYALTY
AIDINGAND ABETTING BREACH
OF DUTY OF LOYALTY
INTENTIONALINTERFERENCE
WITH CONTRACTUALRELATIONS
INTENTIONALINTKRFERKNCK
WITH PROSPECTIVE ECONOMIC
ADVANTAGE
VIOLATIONOF CAL. BUS. 4 PROF.
CODE 5 17200

DEMAND FOR JURY TRIAL

19

20
21

22
23

24
25

26

27

COMPLAINT
5096582

 SUMMARYOF DISPUTE
This dispute arises out of the efforts of Sterling Anderson, a former non-technical
program manager

of Tesla's Autopilot team, to violate his contractual

and other obligations to Tesla

by attempting to recruit at least a dozen Tesla engineers, taking Tesla's confidential and proprietary

information, and doctoring and destroying evidence in an effort to cover his tracks —all for the benefit

of a competing venture
2.

he launched while still a Tesla employee.

The Autopilot features that are built into every Tesla vehicle, and continually updated

through free over-the-air updates, are widely regarded as the most advanced, safest, and most reliable

technology in the autonomous area.
10

In their zeal to play catch-up, traditional automakers have

created a get-rich-quick environment. Small teams

of programmers with little more than demoware

have been bought for as much as a billion dollars.

Cruise Automation, a 40-person firm, was

12

purchased by General Motors in July 2016 for nearly $ 1 billion. In August 2016, Uber acquired

13

Otto, another self-driving startup that had been founded only seven months earlier, in a deal worth

14

more than $ 680 million.
3.

15

Anderson and his business partners, including Christopher Urmson, the recently

of Google's self-driving car initiative, decided to take a run at a similar fortune. Unlike

16

departed head

17

other recent startups, however, Anderson and Urmson sought an unfair advantage.

While still

18

employed by Tesla, and while assuring management

of his loyalty, Anderson secretly

set out to hire

19

Tesla's Autopilot engineers for his own competing venture. Both directly and by using his business

20 partner as his proxy, Anderson worked to recruit Tesla's engineers, eventually making offers to at
21

least a dozen people —all in direct violation

22

duty

of loyalty that

of his contractual non-solicitation obligations

he owed to Tesla as an employee.

and the

Ultimately, only two of the recruited Tesla

engineers left to go to Anderson's startup, but the fact that his recruitment efforts were mostly
does not excuse his misconduct.

24

unsuccessful

25

competing venture on Tesla time, using his Tesla company laptop, and on Tesla's premises.

26

January 4, 2017, Anderson took his Tesla laptop to Urmson's home, accessed a document entitled

27

"Recruiting targets" and continued to proceed with their Tesla solicitations.

28

terminated Anderson that afternoon, he and his partners continued to recruit from Tesla in flagrant

Anderson collaborated with Urmson on their

-1COMPLAINT
5096582

On

Even after Tesla

 1

disregard

2

months.

of the contractual non-solicit, which survives

Anderson also downloaded hundreds

the end

of Anderson's employment by

of gigabytes of Tesla confidential

4 proprietary information to his personal Toshiba hard drive.

12

and

Upon the end of his employment,

5

Anderson was required to return all originals and copies of all documents and other company

6

property in his possession.

7

had regularly created, which contain hundreds

8

competitively sensitive information. Were that not enough, Anderson then doctored the laptop,

9

manually hacking the timestamps on files and secure-erasing others, all in an attempt to conceal his

Anderson returned his company-issued laptop, but not the "backups" he

of gigabytes of data, including

some

of Tesla's most

As for the company-issued iPhone that contained perhaps the most damning evidence of

10

misdeeds.

11

Anderson's unlawful solicitation of Tesla employees —he wiped that altogether. Anderson's blatant

12

efforts to cover his tracks belie any innocent explanation he may attempt to conjure up for his

13

conduct. No one would attempt to put fake timestamps on files ifthey were innocent or thought their

14

actions were honest.

15

Tesla does not file this action lightly. Tesla is committed to providing a stimulating

16

and rewarding workplace for its employees, who are bound not by long-term employment contracts

17

but instead by a shared commitment to mission, to innovation, and to excellence. Tesla understands

18

that some employees may decide to pursue other opportunities or even to create a startup

19

own, and Tesla is typically supportive

20

However, Tesla cannot sit idly by when an employee like Anderson abuses his position of trust and

21

orchestrates a scheme to deliberately and repeatedly violate his non-solicit agreement, hide evidence,

22

and take the company's confidential and proprietary information for use in a competing venture.

23

Faced with such extreme and inexcusable misconduct, Tesla has no choice but to act.

and respectful

of their decisions.

PARTIES

24

Plaintiff Tesla Motors, Inc. ("Tesla") is a publicly traded Delaware corporation with

25

6.

26

its principal place

27

7.

28

of their personal ambitions

of their

of business in Palo Alto, California.

Defendant Sterling Anderson is an individual who, on information and belief, resides

in Sunnyvale, California.

-2COMPLAINT
5096582

 Defendant Christopher Urmson is an individual who, on information and belief,
2

resides in Mountain View, California.

Defendant Aurora Innovation, LLC ("Aurora") is a Delaware limited liability
4

company with its principal place
10.

of business in Mountain View, California.

The true names and capacities

of the defendants named herein

as Does

1

through 10,

6

inclusive, whether individual, corporate, or otherwise, are currently unknown to Tesla, which

7

therefore sues such defendants by fictitious names pursuant to Code

8

Tesla

9

named defendants when such names and capacities have been determined.

will amend this Complaint to identify the true

of Civil Procedure section

names and capacities

474.

of each of the fictitiously

BACKGROUND

10

A.

Tesla's Industry-Leadinz Autonomous Drivine Program

12

Tesla's Autopilot is today an advanced driver assistance system that augments the

13

driver's perception, improves their decision making, and assists in control of their vehicle. Autopilot

14

in vehicles built between September 2014 and October 2016 uses

15

radar with enhanced processing, 12 ultrasonic sensors, and navigation data to steer within a lane,

16

change lanes on prompt, and adjust speed in response to traffic. Industry publications have described

17

Tesla's Autopilot features as a "robotic wonder,"'

18

shadow

19

Autopilot "lives in a class of one." In October 2016, Tesla announced that all vehicles in production,

20

as

21

Tesla with the hardware needed for full self-driving capability.

well

22
23

26

as the

12.

a proper taste

"crowning achievement[]," and "without

a

of the future of driving."3 According to Car and Driver, Tesla's

forthcoming Model 3, will be built with an updated hardware suite, equipping each

Because Tesla's Autopilot development efforts are uniquely linked to customer-

http: //~vw.motortrend.corn/news/testing-semi-autonomous-cars-tesla-cadillac-hyundaimercedes/.

http: //www.thedrive.corn/tech/4591/the-war-for-autonomous-driving-2017-mercedes-benz-eclass-vs-2017-tesla-model-s?xidMhe-drive socialflow twitter.

http: //www.din side . no/auto fi1/hands- off/66 5 9 6 5 7 9 .

27
4

28

combination of a camera and

owned cars that drive with Autopilot more than a million miles each day, Tesla has access to

24
25

of a doubt

a

http: //www.caranddriver.corn/features/semi-autonomous-cars-compared-tesla-vs-bmwmercedes-and-infiniti-feature-2015-tesla-model-s-p85d-page-5.

-3COMPLAINT
5096582

 1

exponentially more data than its competitors, who have. at most, small fleets of prototype vehicles.

2

Tens

3

data feedback to Tesla's servers, ensuring that the system is continually learning and improving upon

4

itself.

5

activated, yielding a trove

6

of autonomous technology in a way no other company possibly

of thousands of Autopilot-enabled Tesla vehicles

(and growing all the time) provide real-time

Since late 2015, Tesla vehicles have driven well over 300 million miles with Autopilot

13.

of data that

is enabling Tesla to significantly accelerate the advancement
can.

By taking some of Tesla's most valuable information and trying to recruit its engineers

8

in violation of his non-solicit obligation to Tesla, Anderson and his partners sought to launch

9

that could quickly fetch the same quick money

10

as

a startup

Cruise Automation and Otto —though by violating

the law in doing so.

12

B.

Anderson's Contractual And Fiduciary Obligations to Tesla

14.

Anderson joined Tesla in 2014 as a Senior Program Manager, where he helped

of Model X. In November

13

manage the team responsible for the design, development, and launch

14

2015, Anderson assumed a program management role for the Autopilot team.

15

Anderson had organizational (though not technical) oversight

16

development and refinement

17

comprise Autopilot. In his program management roles, Anderson became intimately familiar with

18

the experience, skillsets, and performance

19

Autopilot.

20

15.

21

executed a series

22

efforts to his work for Tesla and agreed not to use or disclose Tesla's confidential and proprietary

23

information for any other purpose.

24

employment, and for one year thereafter, he would not directly or indirectly solicit any Tesla

25

employee to terminate his or her employment with Tesla. These obligations are memorialized in an

26

offer letter dated November 11, 2014 (the "Offer Letter" ), an Employee Proprietary Information and

27

Inventions Agreement dated December 2, 2014 (the "EPIIA"), and a letter agreement that Anderson

28

signed electronically on November 3, 2016 (the "Confidentiality Letter Agreement" ).

of

the complex suite

of hardware

the team responsible for the

and software applications that

of the team working on every

aspect

of Model X and

Before joining Tesla, and as a condition to his continuing employment, Anderson

of agreements by which

he promised to devote all

of his professional time

and

Anderson further committed that during the term of his

-4COMPLAINT
5096582

of

In that position,

 16.

In addition to his contractual obligations, Anderson owed

to Tesla as a matter

of bedrock California law and

a

duty of undivided loyalty

was legally prohibited from transferring his loyalty

of his employment.

to an existing or would-be competitor during the term

C.

Anderson's Recruitment of Tesla's Employees and Theft of Tesla's Data

17.

During the summer of 2016, Anderson began secret discussions with Christopher

of Google's self-driving

Urmson, the director

concerning the possibility

of forming

a

car initiative until his resignation in early August,

new venture that would compete with Tesla in the

autonomous driving space. This new venture would later be named Aurora.
18.

10

To establish a credible venture that would have a realistic chance at attracting the kind

of dollars that other

startups in that space have commanded, Anderson and Urmson had to staff

Aurora with a team of top-notch engineers experienced in the area. Anderson was intimately familiar
12

with the experience and skillsets of the engineers in Tesla's Autopilot team and elsewhere in the
comp ny. Lrmson possessed the same insi e information with respect to the Google team he had

14

until recently overseen.
19.

15

Anderson and Urmson thereupon agreed to divide up the world. Using Anderson's

of his colleagues'killsets

16

specialized knowledge

17

engineers identified by Anderson at Tesla, and Anderson began pursuing engineers identified by

18

Urmson at Google.

19

numerous Tesla employees to join Aurora. Through a series

Working through Urmson

and performance, Urmson set out to pursue

as

his proxy, Anderson targeted and recruited

20 person meetings, Anderson and Urmson solicited many

of text messages,

of Anderson's

phone calls, and in-

Tesla colleagues for their

competing venture. Anderson did all of this while at the same time assuring Tesla that he continued
22 to be

"all in."
20.

23

Although Anderson worked mostly behind the scenes so that he could try to create

24 the false impression that his "hands stayed clean" —ignoring that his contract with Tesla prohibited
25

both direct and indirect solicitation of Tesla employees

26 to certain recruits, directly lobbying them to

—he took a more hands-on

join Aurora. Anderson boasted to

role with respect
at least one Tesla

of hardware development

27

engineer who expressed misgivings about the new venture that the scope

28

at Aurora would be "more expansive" than the engineer might expect and, in fact, Aurora had already

-5COMPLAINT
5096582

 taken meetings with the heads

of what

he referred to as

"four of the top five OEMs." He was

essentially attempting to sell Tesla's technology for his own gain while an employee

of Tesla.

Anderson also made unsolicited sales pitches to others in the company, inviting them to "reach out"
to him

ifhe

"could be helpful." And he coordinated offers to

as

many as a dozen Tesla engineers,

who were encouraged to accept them quickly so that Aurora could meet its goal of having a team
assembled by the end
21.

of 2016.

In early December 2016, Anderson decided to tell Tesla that he would be leaving.

Shortly before notifying the company

of his

plans, however, Anderson confided in one

of the Tesla

engineers he had been recruiting that he was not going to mention Urmson or the new venture to
10

Tesla, but would instead tell the company only that he was "going to do my own thing for a bit."

Indeed, when Anderson notified the company

of his plans, Anderson led the company to believe that

with his family or potentially creating

12

he was considering spending more time

13

be non-competitive to Tesla. Anderson did not tell Tesla about Urmson or Aurora, about the Tesla

14

employees they had been soliciting, or about the business they were developing in competition with

15

Tesla.

16

immediately.

would

Obviously, had Anderson disclosed the true facts to Tesla, he would have been terminated

22.

17

a startup that

Instead,

it was

agreed that Anderson would remain with the company through the

of the next Autopilot upgrade,

expected within the following several weeks.

18

release

19

committed that he would work during that time to help ensure that his leaving would not destabilize

20

the Autopilot team. Anderson specifically assured senior members

21

strongly desired to keep the team together and protect against any disruption to Tesla's Autopilot

22

activities upon his departure.
23.

23

Anderson's representations

were false.

of Tesla

of Tesla's

Anderson

management that he

Anderson used his additional time at the

24

company to accelerate his recruitment

25

Urmson, so that they could be lobbied to join Aurora, and engaged with other engineers directly. He

26

worked with Urmson on documents with titles such as "Aurora Innovation Staffing Plan" and

27

"Recruiting targets," the latter of which he accessed from Urmson's home on Tesla's time and using

employees. He continued to steer engineers to

his Tesla-issued laptop. During his final weeks at the company, Anderson collaborated with his new

-6COMPLAINT
5096582

 business partners through shared cloud-based accounts and Google Hangout sessions

—again

on

Tesla's time, using his Tesla laptop and, in at least some instances, while on site at Tesla.
24.

On January 3, 2017, three engineers from the Autopilot group informed Tesla that

they had decided to join Aurora. (One later changed his mind and remained at Tesla.) Recogriizing
that the end was near, Anderson undertook to cover his tracks. He wiped his company-issued iPhone,

purging not only Tesla-related materials that he was required to return upon the end of his
employment but also text messages and phone records evidencing his unlawful solicitation of Tesla
employees.

He erased files from his company-issued laptop in a manner intended to prevent them

from being restored and manipulated the timestamps on other files in an apparent effort to obscure
10

the dates on which they had last been modified or accessed.

And he deleted documents and purged

browser histories containing references to Aurora, including staffing plans and recruiting targets.
12

Anderson was intent on erasing every trace of his wrongdoing.
25.

13

Tesla's concerns about what Anderson may have erased pale in comparison to its

14

concerns about what he appears to have taken. Throughout his employment with Tesla, Anderson

15

was given access to a vast trove

16

of the company's most competitively sensitive information. Much of this information was

17

Anderson's company-issued laptop, which Anderson regularly backed up to external hard drives,

18

even after he had decided to leave Tesla and was actively building his new venture. Anderson did

19

not provide those hard drives to Tesla upon his termination on January 4, 2017,

20

required. Indeed, he did not even mention those hard drives when asked to search and account for

21

all Tesla devices and data in his possession,

22

complete, reasonable search

23

that belongs to Tesla." That was untrue, and those devices and data remain unaccounted for.

of confidential

of all of my

and proprietary documents and data, including some

and instead represented

as his agreements

that he had "conducted a

accounts and devices and have not located anything else

24
25

26
27
28

-7COMPLAINT
5096582

stored on

 FIRST CLAIMFOR RELIEF
Breach of Contract

(Against Anderson)
26.
5

29.

Tesla did all, or substantially all,

of the significant things that

Through his conduct described herein, Anderson breached his contractual obligations

30.

As a direct and proximate result of the foregoing breaches, Tesla has suffered, and

will continue to suffer,

damages in an amount to be proven at trial.

14

SECOND CLAIMFOR RELIEF

15

Breach of Duty of Loyalty

16

(Against Anderson)
31.

17
18

Tesla realleges and incorporates by reference each

of the foregoing

paragraphs as

though fully set forth herein.
32.

19

20

those agreements

to Tesla.

12
13

Tesla and Anderson are parties to the Offer Letter, EPIIA, and Confidentiality Letter

required.

10
11

paragraphs as

Agreement.
28.

9

of the foregoing

though fully set forth herein.
27.

7

Tesla realleges and incorporates by reference each

By virtue of his position

as an employee

of Tesla, Anderson owed a duty of undivided

loyalty to Tesla.

21

33.

Through his conduct described herein, Anderson breached his duty of loyalty to Tesla.

22

34.

As a direct and proximate result of the foregoing breaches, Tesla has suffered, and

23

will continue to suffer,

24

35.

damages in an amount to be proven at trial.

In doing the things herein alleged, Anderson acted willfully, maliciously,

25

oppressively, and with full knowledge

26

disregard

of the

consequences

of the

adverse effects on Tesla, and with willfuland deliberate

to Tesla, so as to constitute oppression, fraud, and malice. Tesla is

27 therefore entitled to exemplary and punitive damages.
28

-8COMPLAINT
5096582

 THIRD CLAIMFOR RELIEF
Intentional Interference with Contractual Relations
(Against Urmson, Aurora, and Doe Defendants)
36.
5

as

paragraphs as

Urmson, Aurora, and the Doe Defendants knew of Anderson's agreements with Tesla

described herein.
38.

9

of the foregoing

though fully set forth herein.
37.

7

Tesla realleges and incorporates by reference each

Urmson, Aurora, and the Doe Defendants intended to cause Anderson to breach his

agreements with Tesla and/or to disrupt performance

of those

agreements, and their conduct in fact

10

caused Anderson to breach his agreements and/or prevented performance or made performance

11

those agreements more expensive or difficult.
39.

12
13

of

As a direct and proximate result of the foregoing actions, Tesla has suffered, and will

continue to suffer, damages in an amount to be proven at trial.
40.

14

In doing the things herein alleged, Aurora, Urmson, and the Doe Defendants acted

15

willfully,maliciously, oppressively, and with full knowledge of the adverse effects on Tesla, and

16

with willful and deliberate disregard of the consequences to Tesla,

17

fraud, and malice. Tesla is therefore entitled to exemplary and punitive damages.

so as to constitute oppression,

18

FOURTH CLAIMFOR RELIEF

19

Aiding and Abetting Breach of Duty of Loyalty

20

(Against Urmson, Aurora, and Doe Defendants)
41.

21

22

of the foregoing

paragraphs as

though fully set forth herein.
42.

23

24

a breach

25

to so act.

Urmson, Aurora, and the Doe Defendants knew that Anderson's conduct constituted

of his duty of loyalty,

43.

26
27

Tesla realleges and incorporates by reference each

suffered, and

and they gave substantial assistance or encouragement to Anderson

As a direct and proximate result of the breaches duty described herein, Tesla has

will continue to suffer,

damages in an amount to be proven at trial.

28

-9COMPLAINT
5096582

 44.

In doing the things herein alleged, Urmson, Aurora, and the Doe Defendants acted

willfully,maliciously, oppressively, and with full knowledge of the adverse effects on Tesla, and
with willful and deliberate disregard of the consequences to Tesla,

so as to constitute oppression,

fraud, and malice. Tesla is therefore entitled to exemplary and punitive damages.

FIFTH CLAIMFOR RELIEF
Interference with Prospective Economic Advantage
(Against Anderson, Urmson, Aurora, and Doe Defendants)
45.

Tesla realleges and incorporates by reference each

of the foregoing

paragraphs as

though fully set forth herein.
46.

10

Tesla was in an economic relationship with the employees that Anderson and Urmson

recruited for Aurora, which relationship would have resulted in an economic benefit to Tesla.
47.

12

Aurora, Anderson, Urmson, and the Doe Defendants knew of Tesla's economic

13

relationship with those employees, engaged in wrongful conduct designed to disrupt that relationship,

14

and knew that a disruption

48.

15

16

was substantially certain to result from their conduct.

economic relationship with its employees

was disrupted when those

employees terminated their employment to join Aurora.
49.

17
18

Tesla's

of that relationship

As a direct and proximate result of the foregoing disruption, Tesla has suffered, and

will continue to suffer,
50.

19

damages in an amount to be proven at trial.

In doing the things herein alleged, Anderson, Urmson, Aurora, and the Doe

20

Defendants acted willfully,maliciously, oppressively, and with full knowledge

21

on Tesla, and with willfuland deliberate disregard

22

oppression, fraud, and malice. Tesla is therefore entitled to exemplary and punitive damages.

consequences

adverse effects

to Tesla, so as to constitute

SIXTH CLAIMFOR RELIEF

23

Violations of Cal. Bus.

24

4 Prof. Code

g 17200

(Against All Defendants)

25
51.

26

27

of the

of the

Tesla realleges and incorporates by reference each

though fully set forth herein.

28

-10COMPLAINT
5096582

of the foregoing

paragraphs as

 52.

Defendants'ctions

acts and practices

as described

herein constitute unlawful and/or unfair business

within the meaning of California Business and Professions Code section 17200, et

seq.

53.

Pursuant to California Business and Professions Code section 17203, Tesla seeks an

injunction enjoining Defendants from engaging in further unlawful and/or unfair business acts and
practices directed at Tesla and its employees.

PRAYER FOR RELIEF
WEiEREFORE, Tesla respectfully prays for relief as follows:

For preliminary and permanent injunctive relief enjoining Defendants and all persons
10

or entities acting in concert or participation therewith, from:

(1)

directly or indirectly soliciting any employee or contractor of Tesla to

12

terminate their employment with, or otherwise cease their relationship with, Tesla for a period

13

year following the termination

14

(2)

of Anderson's employment with Tesla;

of one

and

or using any Tesla confidential and proprietary

retaining, disclosing,

15

information in any manner, including without limitation to design, develop, or offer products or

16

services in the autonomous driving industry;

17

For preliminary and permanent injunctive relief requiring Aurora to submit to ongoing

18

auditing of its systems to monitor for unlawful retention or use of Tesla's confidential and proprietary

19

information;

20

C.

For compensatory damages in an amount to be proven at trial;

21

D.

For prejudgment interest according to law;
For recovery of attorneys'ees, costs, and expenses incurred in this action; and

22
F.

23

24

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

Dated: January 26, 2017

HUESTON HENNIGAN LLP

25

By:

26

J

27

C. Hueston
orneys for Plaintiff
esla Motors, Inc.

28

-11COMPLAINT
5096582

 DEMAND FOR JURY TRIAL

Plaintiff Tesla Motors, Inc. hereby demands
Dated: January 26, 2017

a

trial by jury of all issues

HUESTON HENNIGAN LLP

Jo

C. Hueston
rneys for Plaintiff
sla Motors, Inc.

10

12
13

14
15

16
17
18

19

20
21

22
23

24
25

26
27
28

-12COMPLAINT
5096582

so triable.