United States District Court, W.D. Washington, Seattle
ORDER GRANTING IN PART AND DENYING IN PART PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT
RICARDO S. MARTINEZ, District Judge.
THIS MATTER comes before the Court on Plaintiff's Motion for Partial Summary Judgment. Dkt. #123. Plaintiff asks the Court to grant it summary judgment on its first claim for declaratory relief by holding that the parties' Agreement automatically renewed for another 48-month term (until November 4, 2016), and that a termination of the Agreement prior to November 4, 2016 by Defendant, without cause, constitutes a material breach of the Agreement. Dkt. #123 at 1. Plaintiff further requests that the Court grant partial summary judgment in its favor on Defendant's breach of contract counterclaim, specifically finding:
1) Xactware's claim that Eagle View breached the Agreement by providing integration services with AccuLynx, MaxCon, and Home Depot can be resolved in Eagle View's favor on summary judgment because the very terms of the Agreement do not prohibit Eagle View from integrating with those entities;
2) Xactware's claim that Eagle View's development of its Estimator product breached the Agreement can also be resolved as a matter of law. Neither Paragraph 3 nor any other paragraph of the Agreement prohibits Eagle View from developing its Estimator, which does not compete with Xactware's roof-repair-estimate product;
3) Xactware's claim that it is entitled to terminate the Agreement because Eagle View previously permitted Symbility Solutions, Inc. ("Symbility") to use Eagle View's preexisting standard web services interface can be resolved as a matter of law because (i) it is undisputed that Eagle View has already cured any such alleged breach by completely shutting down the interface, and (ii) the basis for Xactware's claim - that enabling Eagle View's standard web services interface for Symbility breached Paragraph 3 of the Agreement - is legally untenable;
4) Xactware's claim that it can terminate the Agreement because Eagle View failed to pay the proper amounts to Xactware for the period 2008 to November 2012 can be resolved as a matter of law, either in whole or in part, because (i) Xactware's notice of breach is vague, nonspecific, and legally deficient under governing New York law; and (ii) it is undisputed that from 2008 to January 2011, Xactware calculated and invoiced Eagle View and has already conceded that Eagle View paid all of its invoices from this period;
5) Xactware's two-part warrants claim can be resolved as a matter of law because (i) it is undisputed that Xactware earned one million warrants before the Agreement's initial term concluded, and (ii) Xactware is not entitled to earn any additional warrants in this renewed term ( i.e., year 5 of the Agreement and beyond) because the Agreement's warrant schedule did not reset, as Xactware claims, upon renewal;
6) Xactware's claim that Eagle View breached Paragraph 12 by not providing notice of its impending merger with Pictometry can be resolved on summary judgment because the merger-of-equals transaction did not trigger Paragraph 12's notice requirement; and
7) Xactware's claim that Eagle View breached Paragraph 15's anti-assignment clause fails as a matter of law because the merger transaction - which is structured as a double-reverse triangular merger under Delaware law - did not result in an assignment of the contract by Eagle View, which survived the merger and retained all of its assets.
Defendant opposes the motion arguing that Plaintiff's own failure to perform precludes summary judgment on Plaintiff's first claim for relief, and that relief is also barred by fact issues related to its unclean hands and fraud in the inducement defenses. Dkt. #147 at 3. Defendant further argues that there remain genuine issues of material fact with respect to whether the Agreement renewed which preclude summary judgment. Dkt. #147 at 10-13. With respect to its Counterclaim, Defendant argues that there remain genuine issues of material fact with respect to agreements with third-party vendors, the Estimator software, breach by underpayment, breach regarding the Pictometry offer and breach regarding warrants, all of which preclude summary judgment. Dkt. #147 at 13-25.
For the reasons set forth herein, and having determined that no oral argument is necessary on this motion, the Court GRANTS IN PART AND DENIES IN PART Plaintiff's motion.
Plaintiff, 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. Dkt. #126 at ¶ 2. Defendant, Xactware Solutions, Inc. ("Xactware"), was founded in 1986. See Dkt. #127, Ex. OO at 15:24-25 (filed under seal). Xactimate is Xactware's flagship claims-estimation software. See id. at 32:17-20 (filed under seal). XactAnalysis is Xactware's business-to-business network that facilitates the electronic transfer of claims to and from customers that use Xactware's products. See id. at 32:12-16 and 72:1-76:10 ( filed under seal; describing flow of hypothetical claim through Xactware's network, from the initial notification of a claim to an adjuster showing up to property site to estimate amount of damage). Xactware has approximately 80 percent of insurance-repair contractors and 19 of the top 25 property insurers using its software to calculate the cost of repairs. See id. at 103:14-104:14 (filed under seal).
Eagle View and Xactware entered into the Agreement at issue in this case on November 4, 2008. Dkt. #127, Ex. A (filed under seal). Under the Agreement, the parties created a customized integration that permits the ordering and transmittal of Eagle View's roof measurement reports through Xactware's network and software. See Dkt. #127, Ex. OO at 72:5-24 (filed under seal). The Agreement, which was amended on January 21, 2011 (the "Amendment"), contains the following provisions relevant to this dispute:
Automatic renewal: Paragraph 9 provides "[t]he term of this Agreement shall be for fortyeight (48) months from the final signature date of the two parties. Unless written notification is received sixty (60) days prior to the expiration of the current term, this Agreement shall automatically renew for like terms." Dkt. #127, Ex. A at ¶ 9 (filed under seal).
Written Notice: Paragraph 19 requires that "[a]ll notices given under the Agreement shall be in writing" and sent via "registered or certified mail, hand delivered with proof of delivery, or sent by express mail courier." Dkt. #127, Ex. A at ¶ 19 (filed under seal). The Agreement did not ...