Carmel software firm waging legal battle over its core product

Carmel-based Max Minds LLC, a software firm launched in 2019 by serial tech entrepreneur Brandon Fischer, is embroiled in a multimillion-dollar legal battle over the company’s core product—an online meeting platform called Alleo.

The platform is at the center of a legal dispute between Max Minds and Triangle Experience Group Inc., an Ashland, Virginia-based government contractor that until earlier this year had been a Max Minds business partner.

Both parties agree that they signed a joint venture agreement in January 2020 to sell the platform (then called Haptic but later renamed Alleo) to government customers and share the revenue from those sales. But that agreement soured, and the companies are now suing each other in federal court, with each side alleging that it lost out on millions of dollars because the other party violated the business agreement.

It’s a complex legal dispute involving questions of intellectual property ownership, an alleged threat to national security, and claims by each side that the other party owes it millions of dollars. And, not surprisingly, it’s also a dispute in which the two parties offer starkly differing versions of what happened between them over the past four years.

Alleo, the name Fischer later gave Haptic, offers a platform for virtual meetings, presentations, collaborative brainstorming and other online gatherings. Customers can use the platform to do things such as share and collaboratively edit documents, access group ice-breaker activities, and use online planning tools and templates such as calendars and maps.

Max Minds says that it is the sole owner of the Haptic software and that Triangle has falsely represented itself as a developer of the product; made unauthorized copies of it; created a national security threat by exposing source code online; sold the product under different names; and failed to share sales revenue.

“We are confident that the evidence will show that MAX’s proprietary software was illegally modified and distributed in violation of our intellectual property rights,” Fischer told IBJ in a statement provided by his attorney via e-mail. “We look forward to presenting our case in the Indiana court system and are confident in a favorable outcome.”

For its part, Triangle alleges that it is a co-owner of Haptic for government and commercial use and that Max Minds created a defective product, failed to update it and is failing to share revenue from its own sales of the product.

In its complaint, Triangle is asking for a monetary judgment against Max Minds.

Attorney Richard D. Kelley of Arlington, Virginia-based Bean Kinney & Korman PC is serving as lead counsel for Triangle in both its suit against Max Minds and in Max Minds’ suit against Triangle and its individual executives and employees. Kelley declined IBJ’s request for comment, telling IBJ via email that it is both his firm’s and Triangle’s policy not to make public statements about pending litigation.

Max Minds, which does business under the Alleo name and counts both commercial and government entities among its customers, has notched notable successes since its launch five years ago.

As a company, Alleo has earned several nominations in TechPoint’s Mira Awards, which honor achievements in Indiana’s tech sector. The company was nominated for both the Startup of the Year and Tech Innovation Team of the Year awards this year. Alleo earned six nominations in 2023, including CEO Fischer’s nomination for the Rising Entrepreneur Award.

Fischer had achieved a level of success before launching Max Minds. In 1999, he launched Indianapolis-based software development firm Solocorp, which later changed its name to Anacore Inc. It had a roster of well-known clients, including the NCAA’s Hall of Champions, Eli Lilly and Co., Intel Corp. and Twitter.

Anacore was acquired by San Jose, California-based Prysm Inc. in 2014. Fischer remained with Prysm until 2018 and launched Max Minds the following year.

Dueling lawsuits

Max Minds’ dispute with Triangle entered the court system in December, when Triangle filed a breach-of-contract lawsuit against Max Minds in federal court. The case, originally filed in Virginia, was transferred to Indiana in April.

In its complaint, Triangle describes one of its core products as a platform for military customers called C4MAP. Source code for C4MAP was owned by Prysm, the complaint alleges. The C4MAP acronym stands for Comprehensive Collaborative Command and Control Mission Application Platform, and the technology allows users to integrate multiple platforms and collaboration tools into one viewing screen.

Triangle alleges that Fischer approached it in 2018 about forming a partnership in which Fischer would provide the source code for the C4MAP operating system. Triangle alleges that it declined because, at the time, Fischer was subject to a non-compete agreement with Prysm. (Max Minds disputes this account, saying in its legal response that Fischer was the one approached by Triangle in 2018, when Fischer was still bound by his non-compete agreement with Prysm.)

Fischer contacted Triangle again in July 2019 when his non-compete agreement expired, Triangle’s complaint says, and its employees worked with Fischer to create a new software system for C4MAP. That software, called Haptic, “was a joint work of both Max Minds and Triangle,” Triangle’s complaint alleges.

Then, Triangle alleges, in January 2020 it entered a joint venture agreement with Max Minds in which Triangle would pay Max Minds to create and maintain a branch of the Haptic code for federal customers, providing software updates at least once every three months. Triangle would be the exclusive provider of this product, Haptic Federal, through the end of 2023, and Triangle agreed to share revenue 50/50 with Max Minds “with certain exceptions,” the complaint says.

Triangle says the U.S. Army began testing C4MAP powered by Haptic in 2020 and identified about 250 fixes the software needed. The Army became a paying customer in November 2021, the complaint alleges.

Triangle alleges that it later learned Fischer had “covertly” changed Haptic’s name to Alleo and that Max Minds had sold the Alleo software to federal government customers in violation of Triangle’s exclusivity agreement.

Max Minds had also been releasing monthly updates to the Alleo product but failed to provide new features or fixes to the Haptic Federal product, Triangle alleges.

In its legal response to Triangle’s complaint, Max Minds denied the allegations and fired back with allegations of its own.

Max Minds says it is the sole owner of the copyright for both the commercial and federal versions of the Haptic software.

Triangle, Max Minds alleges, violated its joint venture agreement, end user license agreement and source code license agreement by, among other things, “copying Max Minds’ software, making derivative copies of that software, rebranding that software and claiming it as Triangle’s own creation. Triangle, moreover, generated tens of millions of dollars in revenue, much of which was not properly disclosed to (let alone shared with) Max Minds.”

Max Minds went on to file a separate lawsuit against Triangle, CEO Robert Clare, Chief Operating Officer Jeffrey Mase, Program Manager Kevin Mullican and multiple “John Doe” employees at Triangle.

In that lawsuit, filed in May in U.S. District Court in Indianapolis, Max Minds claims the defendants have violated the Economic Espionage Act of 1996 by exposing Max Minds source code on the internet—source code that federal agencies and the Department of Defense are using as Haptic Federal customers. Max Minds says this exposure represents a national security threat.

Max Minds’ lead counsel in its dispute with Triangle is Joel Rothman, the Boca Raton, Florida-based managing partner of SRip Law, a firm focused on intellectual property law.

Rothman told IBJ via email that Max Minds has documented evidence that Triangle is continuing to sell the unauthorized software and that Triangle customers are actively using it. In an effort to halt this activity, Max Minds is asking the court to grant a preliminary injunction and seizure of the unauthorized software.

The injunction would prevent Triangle from, among other things, copying, distributing or creating derivatives of Max Minds’ work, and from representing Triangle as having any connection with Max Minds. The seizure order would require Triangle to destroy Haptic Federal software and “any derivative works thereof” in its possession. As of Wednesday, the court had not ruled on Max Minds’ request.

Max Minds is also asking for an award of damages, including punitive damages of an unspecified amount.

The dueling lawsuits between Max Minds and Triangle have spurred a third lawsuit, this one filed June 20 by Worcester, Massachusetts-based Hanover Insurance Co., which insures Max Minds. In its complaint, filed in U.S. District Court in the Southern District of Indiana, Hanover argues that it should not be responsible for covering Max Minds’ legal fees or potential damages in Triangle’s suit against Max Minds. Both Max Minds and Triangle are named as defendants in the Hanover complaint.

Kelley, the Virginia attorney who is leading Triangle’s legal team for both of the Max Minds cases, is also representing Triangle in the insurance lawsuit and declined to comment on that case.

Carmel attorney Jeffrey Meunier, who is defending Max Minds in the insurance case, likewise declined to comment.

All three lawsuits—Max Minds’ and Triangle’s complaints against each other, plus the insurance complaint, are pending.

A similar situation

This is not the first time Triangle has been the target of such allegations.

The company faced a similar situation in 2018, when Massachusetts-based Hadron Industries Inc. and its president, Klee Dienes, sued Triangle, two of its executives and Rockville, Maryland-based Alqimi Analytics & Intelligence LLC.

Hadron, a software development firm that develops products for the U.S. Department of Defense, alleged that in 2014 it had entered an agreement with Triangle in which Hadron would develop a software platform and Triangle would find potential customers for that software.

But instead, Hadron’s lawsuit alleges, the defendants “actively and intentionally worked and conspired to ultimately remove Hadron from the program and take it over for themselves, using Hadron’s proprietary information for their own benefit and manipulating the federal contract award process.”

Hadron originally filed its complaint in U.S. District Court in the District of Massachusetts. The case was transferred to district court in Virginia in 2019. Alqimi was dismissed from the case in March 2020, and the case ended in a settlement in June of that year. Terms of that settlement were not publicly disclosed.

Hadron’s complaint also led the federal government to file its own lawsuit against Triangle, Alqimi and the two Triangle executives in 2018. In its complaint, the government accused the defendants of defrauding the government out of “tens of millions of dollars” by submitting false invoices for their work on government contracts and delivering defective products.

The U.S. government lawsuit ended in a settlement in 2021.•