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ACI Worldwide Corp. v. Churchill Lane Associates, LLC

United States District Court, D. Nebraska

March 23, 2018

ACI WORLDWIDE CORP., Plaintiff,
v.
CHURCHILL LANE ASSOCIATES, LLC, Defendant.

          ORDER

          Michael D. Nelson United States Magistrate Judge

         This matter is before the Court on following a telephone status conference requested by Defendant Churchill Lane Associates (“Churchill”), held on March 19, 2018. The Court and counsel for both parties discussed the parties' Joint Status Report (Filing No. 184) and Churchill's Motion to Compel Post-Termination Royalty Discovery (Filing No. 135).

         BACKGROUND

         Churchill filed its motion to compel on September 22, 2017, requesting that the Court order ACI Worldwide Corp. (“ACI”) to full answer Interrogatory Nos. 14 and 15, and to provide documents responsive to Churchill's Requests for Production of Documents Nos. 82-86, 89-90, and 94-95. Broadly speaking, Churchill's requests seek documents and communications related to the terminations of sublicense agreements between ACI and its affiliates and their customers, and documents and information Churchill believes is necessary to calculate post-termination royalty fees.

         Before Churchill's motion to compel was ripe, on October 19, 2017, ACI filed a Partial Motion for Summary Judgment (Filing No. 150). Chief Judge Smith Camp declined ACI's request to issue a unified ruling on ACI's summary judgment motion and Churchill's motion to compel; however, the Court determined that Chief Judge Smith Camp would rule on the summary judgment motion before the undersigned ruled on the motion to compel. (Filing No. 176). Chief Judge Smith Camp issued a Memorandum and Order on February 7, 2018, denying ACI's partial motion for summary judgment, and granting Churchill's motion to defer ruling on summary judgment pending further discovery. (Filing No. 182).

         Following Chief Judge Smith Camp's ruling, the Court ordered the parties to meet and confer to attempt to resolve issues raised in the motion to compel. On February 23, 2018, the parties filed a Joint Status Report (Filing No. 184) wherein they agreed that by March 9, 2018, ACI would provide Churchill with information and documents responsive to Interrogatory Nos. 14 and 15, and Request for Production Nos. 82 (to the extent it requests master agreements), 83, and 85 (excluding emails related to invoices). ACI also agreed to produce documents in accordance with the Rule 26(f) Report, including production of electronic documents as searchable TIFF images with load files that indicate the beginning and end of each document and include all relevant metadata. ACI stood on its remaining objections. (Filing No. 184).

         Churchill requested a status conference with the Court after ACI indicated that its supplemental production would not be produced as previously agreed, due to the appearance of new lead counsel for ACI. The Court held the status conference to address Churchill's concerns and the pending motion to compel.

         DISCUSSION

         Interrogatory Nos. 14 and 15

         Churchill's motion requests that ACI be compelled to fully answer Interrogatory Nos. 14 and 15, which ask ACI to identify, “for each customer with a sublicense for the New Technology that was granted before and still in effect as of July 21, 2014, the date (if any) the customer stopped licensing the New Technology and all agreements with the customer related to the New Technology executed since June 30, 2014.” (Filing No. 135; Filing No. 138-4). During the telephone conference, counsel for ACI represented that it would provide its answers to these requested interrogatories by way of their supplemental production of documents. See Fed. R. Civ. P. 33(d)(permitting an answer to interrogatory to be made by production of business records). Accordingly, Churchill's motion is denied as to these interrogatories, subject to reassertion if ACI's production does not provide full answers.

         Request for Production No. 82

         Churchill's Request for Production No. 82 requests “Complete copies, including all attachments and exhibits, of all contracts for the license, use and/or maintenance of the New Technology for all ACI customers that were using the New Technology as of June 30, 2014 (in English).” (Filing No. 138-5 at p. 2). Churchill represented that it was not in possession of these agreements, and following discussion with counsel, ACI agreed to produce relevant master agreements with attachments responsive to this request, by March 30, 2018. Therefore, Churchill's motion is denied as to Request No. 82, subject to reassertion after review of ACI's supplemental production.

         Request for Production No. 83

         Churchill's Request for Production No. 83 seeks copies of “all contract renewals, extensions, amendments, appendices, exhibits, and changes of any kind, including agreements for capacity increases cancellations, or replacement agreements related to all contracts for the license, use and/ or maintenance of the New Technology for all ACI's customers that were using the New Technology as of June 30, 2014.” ACI agreed to produce documents responsive to this request by April 13, 2018, ...


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