InStep Software, LLC v. Instep (Beijing) Software Co., Ltd.
Filing
177
MEMORANDUM Opinion and Order Signed by the Honorable John W. Darrah on 11/5/2013.(kj, )
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
INSTEP SOFTWARE LLC,
Plaintiff,
v.
INSTEP (BEIJING) SOFTWARE CO.,
LTD.
Defendant.
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Case No. 11-cv-3947
Judge John W. Darrah
MEMORANDUM OPINION AND ORDER
On April 2, 2013, this Court issued an opinion granting Plaintiff InStep Software, LLC’s
motion for summary judgment, which sought entry of a declaratory judgment that the Software
License Agreement at issue was terminated effective May 13, 2011. Defendant InStep (Beijing)
Software Co., Ltd. moves for reconsideration of the summary judgment ruling and for additional
clarification. The Motion has been fully briefed. For the reasons stated below, Defendant’s
Motion is denied.
BACKGROUND
For a recital of the material facts, refer to the issued Memorandum Opinion and Order
dated April 2, 2013. In that ruling, this Court found that the Software License Agreement was
terminated effective May 13, 2011, and that the parties failed to agree to the royalty terms prior
to the termination of that agreement, as required under the Software License Agreement.
Defendant filed a motion to reconsider, invoking Fed. R. Civ. P. 59(b) and 59(e). Fed. R.
Civ. P. 59(b) specifically governs the time to file a motion for a new trial and, therefore, is
inapplicable in this case. Accordingly, Defendant’s Motion, which was timely filed under Rule
59(e), will thus be considered under that rule, which provides that “a motion to alter or amend a
judgment must be filed no later than 28 days after the entry of judgment.” In particular,
Defendant argues, again, that the Court should consider the putative Joint Venture Agreement
and find that the Software License Agreement could terminate only upon the termination of the
Joint Venture Agreement. Defendant further asserts that the Software License Agreement is not
a fully integrated agreement.
LEGAL STANDARD
Under Fed. R. Civ. P. 59(e), a judgment may be altered or amended where a party can
clearly establish that “there is newly discovered evidence or there has been some manifest error
of law or fact.” Harrington v. City of Chicago, 433 F.3d 542, 546 (7th Cir. 2006). “A ‘manifest
error’ is not demonstrated by the disappointment of the losing party. It is the ‘wholesale
disregard, misapplication, or failure to recognize controlling precedent.’” Oto v. Metropolitan
Life Ins. Co., 224 F.3d 601, 606 (7th Cir. 2000) (quoting Sedrak v. Callahan, 987 F.Supp. 1063,
1069 (N.D. Ill. 1997)). A Rule 59(e) motion is improper where the movant simply “took
umbrage with the court’s ruling and rehashed old arguments.” Oto, 224 F.3d at 606. A Rule 59
motion “certainly does not allow a party to introduce new evidence or advance arguments that
could and should have been presented to the district court prior to judgment.” United States v.
Resnick, 594 F.3d 562, 569 (7th Cir. 2010) (quoting Bordelon v. Chicago School Reform Bd. of
Trustees, 233 F.3d 524, 529 (7th Cir. 2000)).
Rule 59(e) motions require a lower threshold of proof than Rule 60(b) motions for relief
from final judgment. Romo v. Gulf Stream Coach, Inc., 250 F.3d 1119, 1121 n.3 (7th Cir. 2001).
The Seventh Circuit reviews district court rulings on Rule 59(e) motions only for abuse of
discretion. Cincinnati Life Ins. Co. v. Beyrer, 722 F.3d 939, 953 (7th Cir. 2013).
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ANALYSIS
Joint Venture Agreement
In Defendant’s Motion for Reconsideration, Defendant reasserts its position that the
putative Joint Venture Agreement between the parties should govern the rights of the parties
under the Software License Agreement, including the termination of the Software License
Agreement. To present this argument on reconsideration, Defendant quotes and refers to its
original response brief to the summary judgment motion at length. However, the Court
considered and rejected this argument in the previous opinion, finding that Defendant’s claims
that the Joint Venture Agreement “governs the relationship between Defendant and Plaintiff[ ]
are unavailing.” (April 2, 2013 Mem. Op. and Order at 10.) In particular, the Court noted that
the Joint Venture Agreement and the Software License Agreement never incorporated the other
by reference, and the parties to the two agreements were not entirely the same, therefore finding
that the duties imposed upon Plaintiff by the Joint Venture Agreement were inconsequential to
the analysis of the Software License Agreement. (Id. at 10-11.) The Joint Venture Agreement is
also silent on the issue of royalties or pricing for the licensing of software. On these grounds,
and because Defendant has failed to present newly discovered evidence or identify a manifest
error of law or fact, there is no basis to reconsider the previous ruling under Fed. R. Civ. P.
59(e).
Software License Agreement
Defendant next posits the previous ruling should be reconsidered because the Joint
Venture Agreement was executed after the Software License Agreement, and the Software
License Agreement “called for reference to extrinsic evidence.” (Mot. at 10.) However, this was
also addressed by the Court when it addressed the termination of the Software License
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Agreement and the correspondence from Plaintiff to Defendant regarding royalties and pricing.
(April 2, 2013 Mem. Op. and Order at 5-6.) Once again, Defendant has not clearly established
new evidence, nor has it demonstrated a manifest error, to require alteration or amendment of the
Court’s April 2, 2013 Memorandum Opinion and Order.
Motion to Amend for Clarification
Defendant finally requests that the previous decision be modified to declare “what
specific relief is being granted and confirm that nothing therein is intended or should be
construed to serve as a determination with regard to the party’s respective obligations or interests
in the Joint Venture.” (Mot. at 14.) The previously issued opinion made a determination as to
the claim asserted by Plaintiff, which sought a declaratory judgment that the Software License
Agreement terminated on May 13, 2011. No other action or determination was requested, nor is
one necessary now.
CONCLUSION
For the reasons set forth above, Defendant’s Motion for Reconsideration is denied.
Date: November 5, 2013
______________________________
JOHN W. DARRAH
United States District Court Judge
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