United States District Court, D. Delaware
STEVE VATIDIS, in his capacity as Principal Shareholder, Plaintiff/Counterclaim Defendant,
TRIMBLE, INC., Defendant/Counterclaim Plaintiff.
C. Schiltz, Drinker Biddle & Reath LLP, Wilmington,
Delaware. Paul R. Mastrocola, Andrea L. Martin, Michael A.
DeIulis, Burns & Levinson LLP, Boston, Massachusetts.
Scott R. Haiber, Hogan Lovells U.S. LLP, Baltimore, Maryland.
Pieter Van Tol, Hogan Lovells U.S. LLP, New York, New York.
Attorneys for Plaintiff/Counterclaim Defendant.
Friedlander, Christopher M. Foulds, Christopher P. Quinn,
Friedlander & Gorris, P.A., Wilmington, Delaware. Teresa
H. Michaud, Baker & McKenzie LLP, Los Angeles,
California. Attorneys for Defendant, Counterclaim
NOREIKA, U.S. DISTRICT JUDGE.
action arises out of a Share Purchase Agreement
(“SPA”) pursuant to which defendant Trimble, Inc.
(“Trimble”) acquired from plaintiff Steve Vatidis
(“Vatidis”) a collection of software companies
(collectively, “the Target Companies”).
Post-closing, Vatidis, in his capacity as the shareholder
representative, initiated this action against Trimble,
asserting claims for breach of contract. (D.I. 1). Trimble,
in return, asserted counterclaims for breach of contract
(Count I), fraudulent inducement (Count II), fraudulent
concealment (Count III), and copyright infringement (Count
IV). (D.I. 6).
pending before the Court is Vatidis' Partial Motion to
Dismiss Counterclaim Counts II, III, and IV. (D.I. 16). The
Court has subject matter jurisdiction over this action
pursuant to 28 U.S.C. § 1332(a)(1) and 28 U.S.C. §
1367. For the following reasons, Vatidis' motion to
dismiss is GRANTED.
29, 2014, the parties entered into the SPA under which
Trimble agreed to purchase the Target Companies from the
shareholders of those companies (“the
Shareholders”). (D.I. 1 ¶ 5). The SPA identifies
Vatidis as the “Principal Shareholder, ” which
makes him the authorized representative of all Shareholders.
(D.I. 19 at § 10.1). The transaction closed on August
15, 2014. (D.I. 1 ¶ 6).
Article 3 of the SPA, the Target Companies made
representations and warranties. Trimble's counterclaim
identifies seven representations, which are summarized as
• The Target Companies had the right to use, and had not
breached any contracts governing third party intellectual
property. (D.I. 6 ¶ 11 (a) (citing SPA §
• The Target Companies had “performed all of their
respective obligations required to be performed under”
a third-party contract for use intellectual property.
(Id. ¶ 11 (b) (quoting SPA § 3.15(b)(ii)).
• The Target Companies were not “in breach or
default” of any contract with a third-party.
(Id. ¶ 11 (c) (citing SPA § 3.15(b)(iii)).
• The Target Companies' Financial Statements were
“correct and complete in all material respects.”
(Id. ¶ 11 (d) (quoting SPA § 3.5)).
• The Target Companies had no Liabilities other than
those represented on the Balance Sheet or set forth in
Section 3.6 of the Disclosure Letter, with the exception of
Liabilities incurred in the ordinary course of business after
the Balance Sheet Date not exceeding $250, 000 individually.
(Id. ¶ 11 (e) (citing SPA § 3.6)).
• The Target Companies have, within the applicable time
limits, paid all Tax that they have become liable to pay.
(Id. ¶ ...