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Eagle View Technologies, Inc. v. Xactware Solutions, Inc.

United States District Court, Ninth Circuit

November 6, 2013



RICARDO S. MARTINEZ, District Judge.


This matter comes before the Court on Defendant's motion for partial summary judgment to dismiss Plaintiff's third cause of action for injunctive relief (Dkt. ## 117, 119). For the reasons set forth below, Defendant's motion is DENIED.


Eagle View Technologies, Inc. ("Eagle View") provides aerial roof measurement services to insurance and contracting industries by applying its proprietary technology and techniques to aerial images, arriving at an accurate estimate of the area. Xactware Solutions, Inc. ("Xactware") provides computer software to professionals in the insurance and construction industries involved in estimating building and repair costs. Many of Eagle View's customers use Xactware, so to work with these customers, Eagle View must have the ability to import and provide data through Xactware's network.

In November 2008, Eagle View and Xactware entered into an integration agreement ("Agreement") whereby Xactware granted Eagle View certain limited rights to import data from Eagle View's customers through Xactware's network. Among other things, Eagle View agreed to not enter into any agreements with Xactware's direct competitors as listed in the Agreement. Eagle View also agreed to issue Xactware one million warrants over a four year period to purchase shares of Eagle View stock according to the outlined schedule. On January 2011, the parties amended certain terms in which Eagle View was to pay eight percent of its Qualified Revenue on a monthly basis, calculated from the number of reports that are processed through Xactware's network. The parties had to provide written notice of termination 60 days prior to the Agreement's expiration, otherwise the contract would automatically renew for "like terms."

Following an unsuccessful attempt to negotiate further amendments, Eagle View filed a complaint for injunctive and declaratory relief, asking the Court to enjoin Xactware from terminating the Agreement on November 4, 2012. Dkt. # 1. On December 19, 2012, the Court granted in part Eagle View's preliminary injunction motion, preventing the parties from modifying or terminating the Agreement for 60 days. On appeal, the Ninth Circuit concluded that the preliminary injunction should remain in effect through the resolution of this matter to "safely avoid the risk of irreparable harm." Dkt. # 115. Now with the conclusion of discovery, Xactware argues that "specific performance" is not an available remedy. Dkt. # 119, p. 3. It seeks an order dismissing Eagle View's third claim for injunctive relief, which seeks to enjoin Xactware from wrongfully or prematurely terminating the Agreement. Dkt. # 1 ΒΆΒΆ 47-49. Applying a specific performance theory, Xactware argues that relief is not available because: 1) the terms of the renewed contract are uncertain, 2) renewal will be futile given the parties' adverse relationship, and 3) Eagle View's unclean hands bar an equitable remedy. Eagle View disputes Xactware's characterization of the facts and argues that a determination on summary judgment is not appropriate.


A. Summary Judgment Standard

Summary judgment is appropriate where "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986). In ruling on summary judgment, a court does not weigh evidence to determine the truth of the matter, but "only determine[s] whether there is a genuine issue for trial." Crane v. Conoco, Inc., 41 F.3d 547, 549 (9th Cir. 1994) ( citing Federal Deposit Ins. Corp. v. O'Melveny & Meyers, 969 F.2d 744, 747 (9th Cir. 1992)). Material facts are those which might affect the outcome of the suit under governing law. Anderson, 477 U.S. at 248.

The moving party bears the initial burden of demonstrating the absence of any genuine issues of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The burden then shifts to the nonmoving party to make a "sufficient showing on an essential element of her case with respect to which she has the burden of proof." Id. The Court must draw all reasonable inferences in favor of the non-moving party. See O'Melveny & Meyers, 969 747, rev'd on other grounds, 512 U.S. 79 (1994). "The mere existence of a scintilla of evidence in support of the plaintiff's position will be insufficient; there must be evidence on which the jury could reasonably find for the plaintiff." Anderson, 477 U.S. at 251.

B. Choice of Law

The Agreement is to be governed by and construed according to New York substantive law, in which neither party ...

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