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ACI WorldWide Corp. v. MasterCard Technologies, LLC

United States District Court, D. Nebraska

September 27, 2016




         This matter is before the Court on the Motion for Summary Judgment (Filing No. 374), filed by Defendants MasterCard Technologies, LLC and MasterCard International, Incorporated (collectively “MasterCard”). For the reasons stated below, the motion will be denied.


         The following facts are those stated in the Parties' briefs, supported by pinpoint citations to evidence in the record, in compliance with NECivR 56.1[1] and Federal Rule of Civil Procedure 56.

         MasterCard licensed the middleware software XPNET from Plaintiff ACI WorldWide Corp. (“ACI”), pursuant to a licensing agreement between them (“License Agreement”). (Filing No. 375 ¶ 2.) The License Agreement placed restrictions on the disclosure of certain information by the parties, including certain proprietary source code and other information belonging to ACI that it used in the development and maintenance of XPNET. (Id. ¶¶ 21-23.) MasterCard did not renew the License Agreement when it expired at the end of 2010. (Id. ¶ 3.) MasterCard replaced XPNET with the recently-developed Concourse-TMS, a middleware product developed by Baldwin, Hackett, & Meeks, Incorporated (“BHMI”). (Id. ¶ 4.) ACI alleges that BHMI created Concourse-TMS in part through ACI's proprietary information, which BHMI received from MasterCard.

         On September 27, 2012, ACI filed suit against BHMI and its principals in the District Court of Douglas County, Nebraska (“State Court Action”), asserting claims for breach of contract, fraud, unjust enrichment, tortious interference, conversion, trespass to chattels, civil conspiracy, and misappropriation of trade secrets under the Nebraska Trade Secrets Act, Neb. Rev. Stat. §§ 87-501 to 87-507 (Reissue 2014). (Id. ¶ 5.)

         On January 31, 2014, ACI filed the present action against MasterCard in this Court, alleging, in part, that MasterCard misappropriated ACI's proprietary information by divulging it to BHMI. (Id. ¶¶ 9, 13, 16, & 19.) On December 31, 2014, the Court dismissed ACI's claims for fraud, tortious interference, conversion, and trespass to chattels, leaving ACI's claims for breach of contract, breach of the duty of good faith and fair dealing, unjust enrichment, civil conspiracy, and misappropriation of trade secrets under the Nebraska Trade Secrets Act. (Id. ¶¶ 14-15; see Filing No. 119.)

         In the State Court Action, on July 22, 2014, the District Court of Douglas County granted BHMI's motion for summary judgment as to ACI's claims against BHMI for conversion, trespass to property, and unjust enrichment. (Filing No. 376-4 at 15.) ACI's claim for misappropriation of trade secrets proceeded to trial, at which the jury was instructed to find for ACI if it determined that (1) a trade secret existed; (2) ACI possessed the trade secret; (3) BHMI used the trade secret without ACI's consent; (4) BHMI acquired the trade secret through improper means or knew or had reason to know the trade secret was acquired by improper means; (5) BHMI's disclosure or use of the trade secrets was the proximate cause of damage to ACI; and (6) the nature and extent of that damage. (Filing No. 375 ¶ 35.) On August 4, 2014, the jury returned a general verdict for defendants, finding that “ACI has not met its burden of proof with respect to its misappropriation of a trade secret claim . . . .”[2] (Id. ¶ 39; Filing No. 376-3.) No specific factual findings accompanied the verdict. (Filing No. 376-3.)

         On March 31, 2016, ACI filed a Notice of Intention to Appeal the State Court Action. (Filing No. 375 ¶ 47.) ACI's appeal is ongoing as of the date of this order.


         “Summary judgment is appropriate when, construing the evidence most favorably to the nonmoving party, there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law.” Crozier v. Wint, 736 F.3d 1134, 1136 (8th Cir. 2013) (citing Fed.R.Civ.P. 56(c)). “[S]ummary judgment is not disfavored and is designed for every action.” Briscoe v. Cnty. of St. Louis, 690 F.3d 1004, 1011 n.2 (8th Cir. 2012) (internal quotation marks omitted) (quoting Torgerson v. City of Rochester, 643 F.3d 1031, 1042 (8th Cir. 2011) (en banc) cert. denied, 132 S.Ct. 513 (2011)). In reviewing a motion for summary judgment, the Court will view “all facts and mak[e] all reasonable inferences favorable to the nonmovant.” Gen. Mills Operations, LLC v. Five Star Custom Foods, Ltd., 703 F.3d 1104, 1107 (8th Cir. 2013). “[W]here the nonmoving party will bear the burden of proof at trial on a dispositive issue . . . Rule 56(e) permits a proper summary judgment motion to be opposed by any of the kinds of evidentiary materials listed in Rule 56(c), except the mere pleadings themselves.” Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986). The moving party need not negate the nonmoving party's claims by showing “the absence of a genuine issue of material fact.” Id. at 325. Instead, “the burden on the moving party may be discharged by ‘showing' . . . that there is an absence of evidence to support the nonmoving party's case.” Id. (quoting Fed.R.Civ.P. 56(c)).

         In response to the movant's showing, the nonmoving party's burden is to produce specific facts demonstrating “‘a genuine issue of material fact' such that [its] claim should proceed to trial.” Nitro Distrib., Inc. v. Alticor, Inc., 565 F.3d 417, 422 (8th Cir. 2009) (quoting Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986)). The nonmoving party “must do more than simply show that there is some metaphysical doubt as to the material facts, and must come forward with specific facts showing that there is a genuine issue for trial.” Briscoe, 690 F.3d at 1011 (internal quotation marks omitted) (quoting Torgerson, 643 F.3d at 1042). “[T]he mere existence of some alleged factual dispute between the parties” will not defeat an otherwise properly supported motion for summary judgment. Quinn v. St. Louis Cty., 653 F.3d 745, 751 (8th Cir. 2011) (internal quotation marks omitted) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986)).

         In other words, in deciding “a motion for summary judgment, facts must be viewed in the light most favorable to the nonmoving party only if there is a genuine dispute as to those facts.” Guimaraes v. SuperValu, Inc., 674 F.3d 962, 972 (8th Cir. 2012) (internal quotation marks omitted) (quoting Torgerson, 643 F.3d at 1042). Otherwise, where the Court finds that “the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, ” there is no “genuine issue for trial” and ...

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