United States District Court, D. Delaware
Christopher P. Simon, David G. Holmes, Cross & Simon,
LLC, Wilmington, DE - attorneys for Plaintiff
Theodore A. Kittila, James G. McMillan, III, Halloran Farkas
Kittila LLP, Wilmington, DE - attorneys for Defendants
February 26, 2019 Wilmington, Delaware
'NOREIKA, U.S. DISTRICT JUDGE
case arises out of a contract dispute between Plaintiff
Cignex Datamatics, Inc. ("Plaintiff or
"Cignex") and Defendant Lam Research Corporation
("Defendant" or "Lam"). Presently before
the Court is Lam's motion for "summary judgment
finding against CIGNEX on its Complaint." (D.I. 74, 75).
For the reasons set forth below, Defendant's motion for
summary judgment is GRANTED-IN-PART and DENIED-IN-PART.
"is a commercial open-source consulting company that
provides a wide variety of clients with services and products
such as open source enterprise portals, content management,
big data analytics, and e-commerce solutions." (D.I. 1
¶ 5). Lam "is in the business of designing,
developing, marketing, selling and supporting equipment that
is used by semiconductor manufacturers to make semiconductor
chips. As part of its business, [Lam] operates numerous
computer and software platforms, which are integral to its
business." (D.I. 8 at 4). Lam has a website,
www.mylam.com, on which it "provides secure, online
access for its personnel, customers and technicians to its
library of technical manuals and other proprietary documents
related to its products." (D.I. 75 at 1-2). In October
of 2014, Lam and Cignex entered into a "Contract for
Independent Contractor or Consultant Services"
("the Agreement") for Cignex to "work on the
overhaul and development of the MyLam.com portal." (D.I.
77 at 3).
Agreement was apparently a standard form agreement provided
by Lam to its vendors. Section 1 of the Agreement states,
"The Description of Work . . . describes the services
that the Contractor will perform and the fees which Company
will pay in return." (D.I. 75-1 at App 11). Section 2 of
the Agreement states, "[Cignex] will begin work on the
date written above and, unless terminated sooner, the
Contract will end when the services are completed, as shown
on Exhibit A.” (Id.). Exhibit A of the
Agreement - Description of Work - “describes the
services that [Cignex] will perform and the fees which [Lam]
will pay in return.” (Id.). Exhibit A contains
the notation “Software Integration, and POC, for
MyLam/PK Redesign Project, ” indicating that Cignex was
to do work for the MyLam/PK Redesign Project. (D.I. 75-1 at
App 15). The remainder of the exhibit, including the
signature blocks, is blank. (Id.).
to the Agreement, Cignex prepared a “proof of
concept” for the project. (D.I. 75 at 2). Lam paid
Cignex $10, 000 upon completion of the proof of concept.
(Id.). Thereafter, in consultation with Lam, Cignex
prepared a Statement of Work, which Lam signed on January 16,
2015 and Cignex signed on January 19, 2015. (D.I. 75-1 at App
31-48). The Statement of Work outlined the scope of work that
Cignex would perform for Lam. On the first page, it refers to
“Terms and Conditions” as “Time and
Material.” (D.I. 75-1 at App 31).
the contract period, Cignex invoiced Lam on a monthly basis
for work and materials, and in response to invoices, Lam paid
more than $665, 000. There were numerous problems and delays
in the project (though which party is at fault is disputed).
At some point, however, Lam expressed dissatisfaction with
Cignex's work and stopped paying. Even after Lam stopped
paying, Cignex continued to work with Lam on the project.
Ultimately, Lam severed the relationship and refused to pay
the outstanding amounts due. Cignex brought this suit to
recover a balance of $434, 096.71 due to it for work
performed, and Cignex also seeks interest and attorneys'
fees. (D.I. 1 at 4). Lam counterclaimed, seeking to recover
the amounts already paid to Cignex. (D.I. 8). Lam now seeks
summary judgment on Cignex's breach of contract claim.
to Rule 56(a) of the Federal Rules of Civil Procedure,
“[t]he court shall grant summary judgment if 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.” The moving party bears the burden of
demonstrating the absence of a genuine issue of material
fact. See Matsushita Elec. Indus. Co., Ltd. v. Zenith
Radio Corp., 475 U.S. 574, 585-86 (1986). An assertion
that a fact is not - or is - genuinely disputed must be
supported by citing to “particular parts of materials
in the record, including depositions, documents,
electronically stored information, affidavits or
declarations, stipulations (including those made for purposes
of the motion only), admissions, interrogatory answers, or
other materials, ” or by “showing that the
materials cited do not establish the absence or presence of a
genuine dispute, or that an adverse party cannot produce
admissible evidence to support the fact.” Fed.R.Civ.P.
56(c)(1)(A) & (B). If the moving party has carried its
burden, the nonmovant must then “come forward with
specific facts showing that there is a genuine issue for
trial.” Matsushita, 475 U.S. at 587 (internal
quotation marks omitted). The Court will “draw all
reasonable inferences in favor of the nonmoving party, and it
may not make credibility determinations or weigh the
evidence.” Reeves v. Sanderson Plumbing Prods.,
Inc., 530 U.S. 133, 150 (2000).
defeat a motion for summary judgment, the nonmoving party
must “do more than simply show that there is some
metaphysical doubt as to the material facts.”
Matsushita, 475 U.S. at 586; see also Podobnik
v. U.S. Postal Serv., 409 F.3d 584, 594 (3d Cir. 2005)
(party opposing summary judgment “must present more
than just bare assertions, conclusory allegations or
suspicions to show the existence of a genuine issue”)
(internal quotation marks omitted). The “mere existence
of some alleged factual dispute between the parties will not
defeat an otherwise properly supported motion for summary
judgment” - a factual dispute is genuine only where
“the evidence is such that a reasonable jury could
return a verdict for the nonmoving party.” Anderson
v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986).
“If the evidence is merely colorable, or is not
significantly probative, summary judgment may be
granted.” Id. at 249-50 (internal citations
omitted); see also Celotex Corp. v. Catrett, 477
U.S. 317, 322 (1986). Thus, the “mere existence of a
scintilla of evidence” in support of the nonmoving
party's position is insufficient to defeat a motion for
summary judgment; there must be “evidence on which the
jury could reasonably find” for the nonmoving party.
Anderson, 477 U.S. at 252.
Claim for ...