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Vatidis v. Trimble, Inc.

United States District Court, D. Delaware

August 5, 2019

STEVE VATIDIS, in his capacity as Principal Shareholder, Plaintiff/Counterclaim Defendant,
v.
TRIMBLE, INC., Defendant/Counterclaim Plaintiff.

          Todd 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.

          Joel 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 Plaintiff.

          MEMORANDUM OPINION

          NOREIKA, U.S. DISTRICT JUDGE.

         This 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).

         Currently 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.

         I. BACKGROUND

         On July 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).

         In Article 3 of the SPA, the Target Companies made representations and warranties. Trimble's counterclaim identifies seven representations, which are summarized as follows:

• 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 § 3.14(a)(iii)).
• 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. ΒΆ ...

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