Covetrus, Inc. and Veterinary Data Services, Inc. v. Actian Corp.

Summary

The United States District Court for the District of Maine addresses cross-motions for summary judgment in a dispute concerning software licensing, alleged breach of contract, and copyright infringement. The court holds that the software support policy was not incorporated into the parties’ agreement and that certain provisions of the license agreement survived termination. It concludes that ambiguities in the license agreement and disputed facts concerning software use, deployment, network location, licensing metrics, and damages preclude summary judgment.

Holdings

1. Texas law governs the contract claims because the EULA contains an express Texas choice-of-law provision and Texas has a substantial relationship to the transaction and parties through Actian's principal place of business.
2. The 2020 Sales Order did not incorporate Actian's online Support Policy into the EULA, so VDS's failure to purchase support after 2021 was not an actionable breach of contract on that record.
3. The EULA did not terminate in its entirety upon the first alleged breach because Sections 3, 4, 6, 7, 9, 11, 12, 13, 14, and 15 expressly survived termination; Actian could therefore seek damages under Sections 4, 6, and 14.
4. Section 6 of the EULA is ambiguous as a matter of law concerning whether VDS's data-integration services for third parties constituted prohibited use of the Software, requiring a jury to determine the parties' intent.
5. Summary judgment was improper because genuine disputes of material fact and unresolved factual issues existed concerning contract performance and interpretation, statute-of-limitations accrual and equitable defenses, copyright originality, and Covetrus's alter-ego status.
6. The motions to exclude the parties' expert testimony were denied because the reports were reliable and useful and would assist the trier of fact.

Questions Presented

1. Whether Texas law governed the contract claims under the EULA's choice-of-law provision.
2. Whether the 2020 Sales Order incorporated Actian's online Support Policy into the parties' contract.
3. Whether the EULA's termination and survival provisions permitted Actian to seek damages under surviving provisions after an alleged earlier breach.
4. Whether the EULA's restrictions on third-party use and computer services were ambiguous and required factfinding.
5. Whether genuine disputes of material fact concerning deployment, users, CPUs and cores, network locations, support obligations, notice, limitations, equitable defenses, copyright originality, and Covetrus's alter-ego status precluded summary judgment.
6. Whether the parties' expert testimony should be excluded under Federal Rule of Evidence 702.

Disposition

other