ADT vs. Mike Harris: Court Battle for Ring’s IoT Assets Begins
IoT trial commences for ADT Holdings vs. Mike Harris, regarding Ring’s (Bot Home Automation) acquisition of Zonoff’s Z1 home automation platform.
The trial has begun in the case of ADT Holdings, Inc. vs. Mike Harris, former leader of Zonoff, a home-automation platform developer. Bot Home Automation (dba Ring.com), the popular maker of video doorbells, acquired virtually the entire staff of Zonoff when the company shut down in March, 2017.
ADT, which invested more than $36 million on Zonoff, claims Ring acquired Zonoff’s intellectual property unlawfully, in a “clandestine” meeting in the Zonoff headquarters parking lot in Malvern, Pa.
Ring CEO Jamie Siminoff told SSI sister publication CE Pro earlier this year, “There was nothing stealthy about what we did.”
In court, Siminoff said Ring paid Zonoff $1.2 million to develop IoT technology. As such, the technogy belongs to Ring.
“We spent a significant amount of money,” he told CE Pro. “It was a common contract. It was the collapse of Zonoff that led us to do this.”
CE Pro contributor Avi Rosenthal, an IoT consultant, attended the first day of testimony on Monday, Sept. 18, in the Delaware Court of Chancery (which, unlike most courts, does not provide legal documents online for easy and inexpensive access).
Rosenthal tells CE Pro the first day seemed to favor ADT … until the 11th hour, when Vice Chancellor J. Travis Laster questioned why ADT would thwart Ring’s acquisition of the Zonoff IP if ADT reportedly was no longer interested in the platform. ADT became uninterested when it teamed up with Alarm.com for its SHaaS (smart home as a service) platform this year.
Ring had offered $12.5 million to settle with ADT – an offer that was declined.
Ring accuses ADT of thwarting competition. ADT has worked with platform provider Icontrol and now has a five-year agreement to use Alarm.com, the large provider that acquired parts of Icontrol, just as Zonoff was shutting down.
Honeywell, a competitor, had sued Alarm.com and Icontrol on antitrust grounds, but the group settled and the merger was allowed to proceed.
We learned at trial that Virgin Atlantic’s Richard Branson owns more than 5% of Ring. He noted in a blog post earlier this year:
We cannot permit big established players from using money and power to stifle innovation, which in my opinion is what is happening here. Think about it. Where would air travel be today if Virgin Atlantic hadn’t fought back 25 years ago? Where will home security be in 25 years if Ring doesn’t fight back today?
Siminoff himself posted a blog, claiming:
Instead of innovating and developing new products itself, one company is trying to bully and intimidate us. ADT – the largest security company in the world – is suing Ring and one of our team members in a desperate attempt to push us around.
Siminoff had said before that Ring had over 1,000 employees. In court, it was revealed that the company had 2016 revenues of $170 million.
ADT’s $36 million investment in Zonoff
ADT put more than $36 million into Zonoff to develop two SHaaS platforms – one for DIY and one to replace Icontrol as Pulse 2.0. Pulse 1.0 was developed by Icontrol as ADT’s SHaaS platform for professional installers and home-technology integrators. More on that below.
The DIY platform would be modeled after the one Zonoff created for Staples Connect, the short-lived IoT hub from the office-supply store.
The end result was a platform for LG’s Smart Security camera system, a DIY product that would be monitored by ADT.
It was revealed in court that LG only sold a few hundred of these cameras and it was shelved.
Rosenthal relays that ADT embedded three employees at Zonoff to guide them in developing a professionally monitored security system.
Allegedly, it was a surprise to ADT that Zonoff was mixing and matching the DIY and Pro technologies into a single platform, called Z1, that included technology contributed by ADT.
ADT reports that Ring received all of the Z1 IP, including the DIY and pro (“Pulse 2”) solutions. Ring is reportedly working on a Z-Wave-based home automation and security system of its own.
Rosenthal paraphrases the testimony of former ADT CIO Kathleen McClean regarding Zonoff: “We paid almost $40 million and taught you everything you know about security.”
There’s another twist: T-Mobile had also contracted with Zonoff to develop a product based on Z1, similar to to LG’s camera. During the trial, a T-Mobile official asked that T-Mobile’s development plans be stricken from court documents, but his request was denied.
Testifying in court, McClean said she was an observer on the Zonoff board. She said, according to Rosenthal, that ADT was shocked to learn Zonoff would be selling Z1 to T-Mobile, without discussing it with ADT.
Ring apparently never came up in board meetings as a potential customer.
ADT kept plowing money into Zonoff – first $30 million in late 2014, and then another $3 million, and then another $3.6 million as Zonoff continued to miss deadlines, according to ADT.
When Zonoff closed shop earlier this year, both Ring and ADT made claims to the intellectual property. Both companies in fact came to own the Z1 technology.
ADT recently put up its copy of Z1 for auction, with a reserve of $2 million. Sources say no one acquired the technology.
ADT says Ring had no rights to it. Ring insists its $1.2 million payment entitled it to the software.
At trial, emails apparently revealed that Siminoff told Ring’s board of directors (paraphrasing), “We just got an incredible asset and amazing team for next to no money.”
Why ADT Sought its Own Platform
ADT was a long-time partner of SHaaS provider Icontrol. As told in court, Icontrol issued a software update in 2014 that “decimated Pulse,” ADT’s professionally monitored security and home automation system. (In fact, Rosenthal remembers that occasion.)
At that point, according to Rosenthal’s telling of the trial, word came from on high to replace Icontrol so ADT could “control its own destiny.”
Ultimately, ADT selected Zonoff for the job, signing a master service agreement (MSA) with two statements of work: a DIY platform and a pro platform (“Pulse 2”) with monitored security.
Zonoff had a valuation of $135 million at the time, according to ADT.
For the most part, Zonoff already had a DIY platform, code-named Osprey, that was implemented in the Staples Connect system. ADT felt Osprey was close to what they needed, but not quite, so it would be revamped for ADT’s needs, including the ability for it to be professionally monitored.
In 2015, Zonoff merged its DIY and pro platforms into one, surprising ADT and making things hairy for their investment, according to the security provider.
Ultimately, ADT just decided to go with Alarm.com.
Ring Enters the Picture
Ring is a major success story. Siminoff says the company had $170 million in revenues for 2016, expanding its line from the original Ring video doorbell to different doorbell models plus standalone cameras. The company is only four years old.
The next product extension would be a home-automation hub, and Siminoff reached out to Harris at CES 2017 in January.
He learned at the time that Honeywell was interested in buying Zonoff. According to Siminoff, he broached the subject of Ring buying Zonoff instead.
They established a purchase price of $40 million, but ultimately decided instead to do a $1.2 million development deal with Zonoff. After all, Honeywell would be buying Zonoff, so they would be viable in the future, right?
Well, Honeywell did not acquire Zonoff, ADT was no longer interested, Zonoff closed shop, and apparently Siminoff blew a gasket at the loss of his investment.
According to his testimony, he immediately flew to Malvern, Pa., to hash out a deal with Harris and the Zonoff staff, offering Harris a $250,000 bonus to sign on.
Almost the whole crew joined Ring (Honeywell and ADT were also trying to pick up some staff), and here we are.
Still the Pesky Picture of Patent Infringement
There’s one thing that won’t go away: the patents owned jointly and separately by Icontrol and Alarm.com. Comcast/Xfinity acquired part of Icontrol with Alarm.com, so now both companies own some or all of it.
They have a pretty tight lock on IP for integrating home automation and professional monitored security in the cloud.
Together, they have gone after most of the large SHaaS providers — or at least the potentially strong competitors. The deal might have made sense for Honeywell, either to minimize competition or because Honeywell has IP of its own to use as a bargaining chip, but with the Zonoff patent-infringement case still pending, it could get sticky.
ADT did not feel threatened at the time because Icontrol only got litigious when Zonoff sealed the deal with ADT in 2014.
Before that, Staples Connect launched with Zonoff, but professional monitoring was not part of the package.
Do the patent infringement suits worry Siminoff? Not really. The patents in question are primarily focused on cloud-based integration of professionally monitored security systems and home automation.
“We don’t fall into that category,” he told us earlier this year.
Even so, he explains, “I don’t back out of a market because of a fight. I’m a fighter. I never liked bullies.”
Stay tuned … the decision is expected to be delivered in a few weeks.
Check out page 2 for a summary of the lawsuit…
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