Tekdoc Svc LLC et al v. 3i-Infotech Inc
Filing
135
ORDER denying without prejudice 107 Ranbaxy's Motion for Summary Judgment; denying without prejudice 116 Infotech's Motion for Summary Judgment. Signed by Judge Mary L. Cooper on 10/27/2011. (gxh)
NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
TEKDOC SERVICES, LLC, et al.
Plaintiffs,
v.
3i-INFOTECH, INC., et al.
Defendants.
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CIVIL ACTION NO. 09-6573 (MLC)
O R D E R
DEFENDANT 3i-Infotech, Inc. (“Infotech”) moving for summary
judgment with respect to Count 1 through Count 8 of the Second
Amended Complaint, wherein Plaintiffs, TekDoc Services, LLC and
Lou Ann Naples (“Plaintiffs”), raise claims against Infotech for
breach of contract, fraud in the inducement, unjust enrichment,
breach of the implied covenant of good faith and fair dealing,
negligent misrepresentation, innocent misrepresentation, unfair
trade practices, and negligent infliction of emotion distress
(dkt. entry no. 116, Infotech Mot.; dkt. entry no. 95, Second Am.
Compl. at 2-11); and Defendant Ranbaxy, Inc. (“Ranbaxy”)
separately moving for summary judgment with respect to Count 9
through Count 15 of the Second Amended Complaint, wherein
Plaintiffs raise claims against Ranbaxy for breach of contract,
fraud in the inducement, unjust enrichment, breach of the implied
covenant of good faith and fair dealing, negligent
misrepresentation, innocent misrepresentation, and negligent
infliction of emotional distress (dkt. entry no. 107, Ranbaxy
Mot.; Second Am. Compl. at 11-17); and
IT APPEARING THAT Infotech, in its brief in support of its
motion, cited Connecticut law, noting that “Plaintiffs’ claims
against [Infotech] were originally filed in Connecticut, and
ostensibly are brought under Connecticut law[,]” but otherwise
failing to articulate why citation to Connecticut law was
appropriate, by reference to relevant portions of the record or
citations to choice-of-law authority (dkt. entry. no. 116,
Attach. 2, Infotech Br. at 5 n.1; see also dkt. entry no. 133,
Infotech Reply); and that Ranbaxy, in its brief in support of its
separate motion, cited New Jersey law without citations or
references to relevant choice-of-law authority (see dkt. entry
no. 107, Ranbaxy Br.); and that Plaintiffs, in their jointly
filed and respective opposition briefs, cited Connecticut and New
Jersey law without citations or references to relevant choice-oflaw authority (see dkt. entry nos. 124 and 128); and
IT APPEARING THAT this action arises, in part, from the
alleged commission of acts constituting fraud in the inducement,
negligent misrepresentation, innocent misrepresentation, and
negligent infliction of emotional distress (see Second Am. Compl.
at 7-11, 15-17); and the Court recognizing that, with respect to
such claims, the Court must apply the choice-of-law rules of the
forum state, Cooper v. Samsung Elecs. Am., Inc., 374 Fed.Appx.
250, 254 (3d Cir. 2009); and the Court further recognizing that,
with respect to choice-of-law issues arising from tort claims,
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the New Jersey Supreme Court has adopted the “most significant
relationship test”, see generally P.V. ex rel. T.V. v. Camp
Jaycee, 962 A.2d 453 (N.J. 2009); and
IT FURTHER APPEARING THAT this action arises, in part, from
the alleged breach of two written contracts, i.e., the July 30,
2004 Master Services Agreement between Infotech’s predecessor-ininterest, Innovative Business Solutions, Inc. (“IBSI”), and
Ranbaxy (“Master Services Agreement”) and the January 18, 2005
Software Services Agreement between IBSI and TekDoc Services, LLC
(“Software Services Agreement”) (dkt. entry no. 123, Sabatini
Aff., Ex. 7, Master Services Agreement; dkt. entry no. 123,
Sabatini Aff., Ex. 8, Software Services Agreement); and that the
Master Services Agreement states that it “is governed by the laws
of the State of New Jersey without regard to conflict of laws”
(Master Services Agreement at 2); and that the Software Services
Agreement states that it “shall be governed by laws of
Pennsylvania” (Software Services Agreement at ¶ 15); and
THE COURT RECOGNIZING THAT, in evaluating whether such
contractual choice-of-law clauses are enforceable, the Court
must apply the choice-of-law rules of the forum state, Homa v.
Am. Express Co., 558 F.3d 225, 227 (3d Cir. 2009); and that the
New Jersey Supreme Court has held that a contractual choice-oflaw clause has effect unless “(a) the chosen state has no
substantial relationship to the parties or the transaction and
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there is no other reasonable basis for the parties’ choice,” or
“(b) application of the law of the chosen state would be contrary
to a fundamental policy of a state which has a materially greater
interest than the chosen state in the determination of the
particular issue and which . . . would be the state of the
applicable law in the absence of an effective choice of law by
the parties[,]” Instructional Sys., Inc. v. Computer Curriculum
Corp., 614 A.2d 124, 133 (N.J. 1992); and that a “substantial
relationship” exists with a state when one of the parties is
headquartered in that state, Cobalis Corp. v. Cornell Capital
Partners, LP, No. 11-4716, 2011 WL 4962188, at *6 (D.N.J. Oct.
18, 2011); and
THE COURT RECOGNIZING THAT the parties’ conduct in this case
may be governed by the laws of the States of Connecticut,
Pennsylvania, and/or New Jersey; and that proper disposition of
the motions requires a thorough choice-of-law analysis, to
determine which State’s law applies to each of Plaintiffs’
claims; and that such analysis may control the disposition of the
separate motions, in part or in whole; and the Court thus
determining that the parties must research and brief the choiceof-law issues relating to each claim, and, in light of such
research, evaluate and perhaps re-brief their respective
positions on any motion for summary judgment; and for good cause
appearing:
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IT IS THEREFORE on this
27th
day of October, 2011,
ORDERED that the motion for summary judgment by Defendant 3iInfotech, Inc. (“Infotech”) (dkt. entry no. 116) is DENIED
WITHOUT PREJUDICE; and
IT IS FURTHER ORDERED that Infotech is GRANTED LEAVE to move
for summary judgment again upon a proper notice of motion and in
accordance with the Federal Rules of Civil Procedure and the
Local Civil Rules; and
IT IS FURTHER ORDERED that any briefs filed upon such
motion, whether filed by Infotech or by Plaintiffs, TekDoc
Services, LLC and Lou Ann Naples (“Plaintiffs”), shall contain a
thorough choice-of-law analysis as it pertains to each of the
claims discussed therein; and
IT IS FURTHER ORDERED that the motion for summary judgment
by Defendant Ranbaxy, Inc. (“Ranbaxy”) (dkt. entry no. 107) is
DENIED WITHOUT PREJUDICE; and
IT IS FURTHER ORDERED that Ranbaxy is GRANTED LEAVE to move
for summary judgment again upon a proper notice of motion and in
accordance with the Federal Rules of Civil Procedure and the
Local Civil Rules; and
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IT IS FURTHER ORDERED that any briefs filed upon such
motion, whether filed by Ranbaxy or by Plaintiffs, shall contain
a thorough choice-of-law analysis as it pertains to each of the
claims discussed therein.
s/ Mary L. Cooper
MARY L. COOPER
United States District Judge
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