Arvest Bank v. Rsa Security, Inc. et al

MOTION for Summary Judgment

D. Mass.September 19, 2016

1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS ARVEST BANK, an Arkansas corporation, Plaintiff, v. RSA SECURITY INC., a Delaware corporation; RSA SECURITY LLC, a Delaware limited liability company; and EMC CORPORATION, a Delaware corporation, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) C.A. No. 1:15-cv-11798-IT ORAL ARGUMENT REQUESTED DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT, THAT PLAINTIFF’S CLAIMS ARE PRECLUDED OR TIME-BARRED BY THE TWO- YEAR BAR IN THE ARVEST-RSA LICENSE AGREEMENT Pursuant to Fed. R. Civ. P. 56(b) and L.R. 56.1, Defendants RSA Security Inc., RSA Security LLC, and EMC Corporation (collectively, Defendants”) move for summary judgment in their favor, dismissing the entirety of Plaintiff Arvest Bank’s (“Arvest’s”) complaint for breach of contract and unjust enrichment, on the grounds that Arvest’s claims are all precluded or time- barred by the two-year bar in the license agreement between Arvest and Defendants. The License Agreement that Arvest seeks to enforce is clear: Counts I-III of Arvest’s Complaint are all predicated on the notion that RSA breached its obligations under the license agreement by refusing to defend or indemnify Arvest from a claim of patent infringement. That alleged breach took place by April 21, 2011. Arvest sued more than four years later on May 7, 2015 – long after the contractually Case 1:15-cv-11798-IT Document 58 Filed 09/19/16 Page 1 of 5 2 agreed-to deadline had passed. Arvest’s contract-based claims should thus be dismissed with prejudice. Arvest’s only remaining cause of action (Count IV - Unjust Enrichment) is precluded under Massachusetts law, because there is a valid contract—the very contract on which Arvest bases is contract-based claims—that defines the obligation of the parties. In support of this Motion, Defendants are contemporaneously filing: (1) Memorandum in Support of Defendants’ Motion For Summary Judgment That Plaintiff’s Claims Are Precluded Or Time-Barred By the Two-Year Bar in the Arvest-RSA License Agreement; (2) Statement of Undisputed Material Facts in Support of Defendants’ Motion for Summary Judgment; (3) Declaration of Samuel L. Brenner in Support of Defendants’ Motion for Summary Judgment (and exhibits thereto); and (4) Declaration of William R. Clark (and exhibit thereto). For the reasons set forth in the accompanying Memorandum and supporting materials, Defendants respectfully request that this Court grant summary judgment that: (1) Arvest’s claims for “Breach of Contract – Breach of Duty to Defend,” “Breach of Contract – Breach of the Duty to Indemnify,” and “Breach of the Covenant of Good Faith and Fair Dealing” all accrued before May 7, 2013, and so are barred by the two-year time-bar in the license agreement between Arvest and RSA; and (2) Arvest’s final claim, for “Unjust Enrichment,” is precluded under Massachusetts law, because both Arvest and Defendants agree that the license agreement between Arvest and RSA is valid and enforceable. Case 1:15-cv-11798-IT Document 58 Filed 09/19/16 Page 2 of 5 3 REQUEST FOR ORAL ARGUMENT Pursuant to Local Rule 7.1(d), Defendants respectfully request oral argument to aid in the resolution of this Motion. RULE 7.1 CERTIFICATION Pursuant to Local Rule 7.1(a)(2), Defendants hereby certify that counsel for Defendants conferred with counsel for Arvest in a good-faith attempt to resolve or narrow the issues presented by this Motion. Dated: September 19, 2016 Of counsel: Respectfully submitted, /s/ Khue V. Hoang Jesse J. Jenner (admitted pro hac vice) Khue V. Hoang (admitted pro hac vice) Seung Woo (Ben) Hur (admitted pro hac vice) ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Tel: 212-596-9000 Fax: 212-596-9090 Jesse.Jenner@ropesgray.com Khue.Hoang@ropesgray.com Ben.Hur@ropesgray.com Samuel L. Brenner (BBO# 677812) ROPES & GRAY LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 Samuel.Brenner@ropesgray.com Tel.: (617) 951-7000 Fax: (617) 951-7050 Attorneys for Defendants RSA Security Inc., RSA Security LLC, and EMC Corporation Case 1:15-cv-11798-IT Document 58 Filed 09/19/16 Page 3 of 5 4 Krishnendu Gupta Tom Brown Dell Inc. 176 South Street Hopkinton, MA 01748 Tel: (508) 435-1000 Krish.Gupta@dell.com Tom.Brown@dell.com Case 1:15-cv-11798-IT Document 58 Filed 09/19/16 Page 4 of 5 5 CERTIFICATE OF SERVICE I hereby certify that a redacted version of the foregoing document filed through the ECF system will be sent electronically to the registered participants as identified on the Notice of Electronic Filing (NEF) this 19th day of September, 2016. I further certify that, on the same date, unredacted versions of this Motion and the supporting materials thereto were served on the below counsel of record via certified electronic mail: Anthony Rahhal Two Leadership Square, 10 th Floor 211 North Robinson Avenue Oklahoma City, OK 73102 Anthony.Rahhal@mcafeetaft.com With a courtesy copy sent by email to the following: Anthony Rahhal Thomas T. Reith, III John A. Kenney Laura Lee Mittelman Zachary A.P. Oubre Burns & Levinson LLP Ginger Schones 125 Summer Street Two Leadership Square, 10 th Floor Boston, MA 02110 211 North Robinson Avenue Treith@burnslev.com Oklahoma City, OK 73102 Lmittelman@burnslev.com Anthony.Rahhal@mcafeetaft.com John.Kenney@mcafeetaft.com Zach.Oubre@mcafeetaft.com Ginger.Schones@mcafeetaft.com /s/ Samuel Brenner Samuel L. Brenner Case 1:15-cv-11798-IT Document 58 Filed 09/19/16 Page 5 of 5