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Tibco Software Inc. v. Mediamath, Inc.

Superior Court of Delaware

January 6, 2020

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

          Date Submitted: November 18, 2019

         Upon Plaintiffs Motion for Summary Judgment Denied.

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

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

          MEMORANDUM OPINION

          THE HONORABLE CALVIN L. SCOTT, JR. JUDGE.

         Before the Court is Plaintiff Tibco Software Inc.'s ("Plaintiff) Motion for Summary Judgment. For the following reasons, Plaintiffs motion is DENIED.

         Background

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

         Under the Agreement, Defendant was required to "pay all fees as specified on the Order Form, but if not specified then within 30 days of receipt of an invoice."[2]On January 9, 2018, Plaintiff sent an invoice to Defendant in the amount of $321, 187.46 ("Invoice"). Defendant did not pay the Invoice within 30 days of Defendant's receipt of the Invoice. At present, the Invoice remains unpaid.

         Parties' Assertions

         Plaintiff filed a motion for summary judgment, arguing that there are no genuine issues of material fact and that it is entitled to judgment as a matter of law. Plaintiff argues that the three elements of its breach of contract claim are proven by undisputed facts. Additionally, Plaintiff requests this Court grant summary judgment on Defendant's counterclaim because this Court previously held unenforceable the liability limitation provision that Defendant relies on in its counterclaim.

         In its response, Defendant explains that this Court did not find the liability limitation provision unenforceable; instead, this Court found the liability limitation provision remained "an issue of material fact." Based on the Court's previous finding, Defendant argues that there are genuine issues of material fact. Defendant further argues that the Court still must decide whether to hold Plaintiff accountable for its failure to invoice Defendant for over 30 months.

         In its reply, Plaintiff urges the Court to grants its motion for summary judgment because there are no genuine issues of material fact and Plaintiff is entitled to judgment as a matter of law. Plaintiff argues that Defendant impermissibly used parol evidence to show that the liability limitation provision was revised three times during contract negotiations. Finally, Plaintiff argues that it breached no legal or contractual obligation by failing to invoice Defendant every quarter.

         Standard ...


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