Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Tibco Software Inc. v. Mediamath, Inc.

Superior Court of Delaware

July 10, 2019

TIBCO SOFTWARE INC., Plaintiff,
v.
MEDIAMATH, INC., Defendant.

          Date Submitted: April 5, 2019

         Upon Defendant Mediamath, Inc.'s Motion for Judgment on the Pleadings Denied.

          Josiah R. Wolcott, Esquire, Connolly Gallagher LLP, Newark, Delaware, Attorneys for Plaintiff.

          Matthew P. Ward, Esquire, Nicholas T. Verna, Esquire, Womble Bond Dickinson (US) LLP, Wilmington, Delaware, Usher Winslett, Esquire, Of Counsel (pro hac vice), Winslett Studnicky McCormick & Bomser LLP, New York, New York, Attorneys for Defendant.

          CALVIN L. SCOTT, JR., JUDGE

         This action arises out of a claim for breach of contract. Plaintiff Tibco Software Inc., ("Tibco") filed a complaint with this Court on July 9, 2018, alleging that Defendant Mediamath, Inc., ("MMI") breached a Master Service Agreement ("Agreement") in failing to pay for services rendered.

         Background

         In August 2014, MMI and Intel Services entered into the Agreement, wherein Intel Services agreed to provide certain information, technology, products, services and support to MMI for an established fee. On the same date, MMI and Intel Services executed an Order Form for such services, which provides an end date of December 31, 2017.[1] In September 2015, Tibco acquired the assets of Mashery -including the Agreement - from Intel Corporation.

         Between August 2014 and December 2017, Intel Services, during its relevant time period, and Tibco provided services under the Agreement to MMI as specified on the Order Form. The Agreement provides that MMI "must pay all fees as specified on the Order Form, but if not specified then within 30 days of receipt of an invoice."[2] The following line states that the Agreement "contemplates one or more Order Forms for the Mashery Service, which Order Forms are governed by the terms of this agreement."[3] Additionally, the Order Form provides that "[a] 11 payments are due on a net 30 basis and are subject to a 1.5% late fee."

         On January 9, 2018, Tibco sent an invoice to MMI in the amount of $321, 187.46 ("Invoice"). Thirty days later, on February 8, 2018, MMI had not paid the Invoice. Thereafter, on February 12, 2018, Tibco sent a demand letter to MMI requesting payment. At present, the Invoice remains unpaid.

         Parties' Contentions

         Tibco alleges that it has been damaged by MMI's failure to pay the Invoice in accordance with the terms of either the Work Order or the Agreement. Tibco contends that such failure to pay entitles it to compensation in the amount of the unpaid Invoice plus pre- and post-judgment interest accruing at the contractual rate of 1.5% per month as of February 8, 2017, as well as costs and other such relief the Court deems just.

         In its answer, MMI asserted a counterclaim seeking a declaratory judgement that the Agreement caps MMI's liability at zero dollars. Specifically, MMI refers to a provision in the Agreement that provides "neither party's aggregate liability arising out of or related to this agreement (whether through indemnification, in contract, tort or otherwise) will exceed the actual amount paid by [MMI] within the 12 months preceding the event that gave rise to the liability."[4] Both parties agree that the "event that gave rise to the liability" is the non-payment of the Invoice allegedly due on February 8, 2018. But MMI reasons that because "the actual amount paid by [MMI] within the 12 months preceding" that date is zero dollars, it cannot be held liable for the Invoice amount. MMI moves for judgment on the pleadings on the same grounds.

         Tibco opposes the motion for several reasons. First, Tibco argues that without the benefit of discovery, MMI's request for judgment on the pleadings based on the limitation of liability provision in the Agreement should be denied at this early stage. Next, Tibco claims that the liability limitation provision is unenforceable under Delaware law as an unreasonable provision that leads to an absurd result. Tibco additionally submits that to interpret the liability limitation provision as a bar against recovery based on a breach by the party invoking the clause runs contrary to Delaware's objective theory of interpreting contracts. Tibco's final argument challenges MMI's understanding of the ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.