Vesta Corp. v. Amdocs Mgmt. Ltd.

129 F.Supp.3d 1012

VESTA CORPORATION, Plaintiff,

v.AMDOCS MANAGEMENT LIMITED and Amdocs, Inc., Defendants.

No. 3:14–cv–1142–HZ.

United States District Court, D. Oregon.

Signed Sept. 3, 2015.

Erick J. Haynie, Joanna T. Perini–Abbott, Stephen F. English, Perkins Coie, LLP, Portland, OR, Charles H. Samel, Perkins Coie, LLP, Los Angeles, CA, for Plaintiff.

Bruce G. Vanyo, Yonaton M. Rosenzweig, Andrew G. Klevorn, Christina Lucen Costley, Jeffrey A. Finn, Kateen Muchin Rosenman, LLP, Los Angeles, CA, Kristin J. Achterhof, Kateen Muchin Rosenman, LLP, Chicago, IL, Joshua L. Ross, Robert A. Shlachter, Timothy S. DeJong, Stoll Stoll Berne Lokting & Shlachter, PC, Portland, OR, for Defendants.

OPINION & ORDER

MARCO A. HERNANDEZ, District Judge.

Plaintiff Vesta Corporation brings this action against Defendants Amdocs Management Limited and Amdocs, Inc. (collectively, "Defendants"). This Court previously granted Defendants' motion to dismiss Plaintiff's fraud claim and denied Defendants' motion to dismiss Plaintiff's claims of breach of contract and theft of trade secrets. Plaintiff amended its complaint to add antitrust claims of monopoly leveraging, attempted monopolization, and monopolization.

Defendants now move to dismiss Plaintiff's antitrust claims and to change or transfer venue. For the reasons that follow, the Court grants the motion to dismiss and denies the motion to transfer venue.

BACKGROUND

Plaintiff is an electronic payments and fraud prevention technology company. First Am. Compl. ("FAC") Intro, ECF 52. Plaintiff is an Oregon corporation with its headquarters in Tigard, Oregon. Haynie Decl. Ex. 1, ECF 83–1. The vast majority of Plaintiff's employees, including nearly all of its technical team, are based in Oregon. Hassold Decl. ¶ 7, ECF 82. Plaintiff's technical, business, and financial documents are primarily stored in Oregon. Id.; Fieldhouse Decl. ¶ 9, ECF 81.

Defendants are multinational telephone billing software and services companies doing business in Oregon and around the globe. FAC Intro, ¶ 4. Defendants' Digital Services Team, which developed the payment processing solution for MetroPCS at issue in this case, is based in Seattle, Washington. Zabetski Decl. ¶ 3, ECF 70. The Digital Services Team developed the payment processing solution primarily in Seattle and in Pune, India. Id. Defendants' Business Solutions Software unit (the unit that worked with Plaintiff) is based in Richardson, Texas. Costley Decl. Ex. C, ECF 69–3.

Both Plaintiff and Defendants provide services to national and international mobile phone network operators (MNOs), sometimes called wireless service providers. FAC ¶¶ 9, 10. Payment solutions, such as those provided by Plaintiff; and billing platforms, such as those provided by Defendants; "are distinct in the MNO support services marketplace." Id. at ¶ 11. Payment solutions facilitate a MNO's receipt of payments from the end-users of mobile devices, whereas billing platforms maintain account status and account information for the MNO and its customers. Id. Until recently, Defendants were not providers of payment solutions. Id. at ¶ 12.

Because MNOs generally require both payment solutions and billing platforms to serve their customers, Plaintiff and Defendants collaborated with one another to integrate their services and platforms in order to appeal to their shared customer base. Id. at ¶¶ 13, 14. In 2006, Plaintiff and Defendant began collaborating with one another in connection with one of their shared MNO customers, Sprint. Id. at ¶ 13.

In 2009, Plaintiff and Defendants' relationship became more strategic in nature.

Id. at ¶ 14. The parties began "working together to integrate their services and platforms to provide improved marketing opportunities for both parties and increased value to joint customers." Id. Plaintiff and Defendants shared detailed technical information with each other so that their platforms could communicate with each other "in a seamless and scalable fashion within the client's software and hardware environments." Id. at ¶ 15.

Plaintiff alleges that, beginning in 2006, Plaintiff and Defendants entered into a series of Non–Disclosure/Confidentiality Agreements (NDAs) to preserve confidentiality while sharing information in their effort to develop joint services and products. Id. at ¶¶ 15–21. On October 18, 2006, Plaintiff and Defendants signed a non-disclosure agreement (NDA) pursuant to which both parties agreed that any information exchanged would be kept confidential. Id. at ¶ 143. The NDA included a choice-of-law clause stating that any disputes arising out of the contract would be adjudicated under New York law. Costley Decl. Ex. L, ECF 66–12.

In 2009, the parties executed an NDA to capture their understanding that "all of their meetings and discussions after June 24, 2009, would remain confidential and not be used or disclosed by the other party[.]" FAC ¶ 19. In addition, every time one of Defendants' employees visited Plaintiff's headquarters, the employee had to sign-in and agree that all of the information acquired while on the premises was confidential and proprietary to Plaintiff. Id. at ¶ 20 (describing the "Sign–In NDAs"). On March 31, 2010 and July 3, 2012, the parties executed additional NDAs. Id. at ¶ 16.

Plaintiff alleges that, from 2010 to 2012, the parties explored the possibility of Defendants acquiring Plaintiff. Id. at ¶¶ 24–27. In 2010, Defendants' employees made two trips to Plaintiff's headquarters and Plaintiff's Chief Executive Officer traveled to Tel Aviv to meet with Defendants' Chief Executive Officer. Id. at ¶¶ 25–27. However, at the Tel–Aviv meeting, Plaintiff learned that Defendants, in fact, had no interest in acquiring Plaintiff. Id. at ¶ 27.

Nevertheless, Plaintiff and Defendants continued to work together. In late April of 2010, MetroPCS, a large MNO now affiliated with T–Mobile, was using Defendants' billing platform, but its payment solution was "old and poorly implemented." Id. at ¶ 29. Defendants reached out to Plaintiff and proposed that the parties work together to pitch a payment solution proposal to MetroPCS. Id. The arrangement would be mutually beneficial because Plaintiff's payment solution would help stabilize and increase MetroPCS' customer base, which would in turn generate more income for Defendants. Id. at ¶ 30. Plaintiff's and Defendants' representatives met on numerous occasions to "prepare pitch materials and otherwise collaborate on the project." Id. ¶ 32.

In June 2010, the parties met at MetroPCS' office in Richardson, Texas. Zepeda Decl. ¶ 4, ECF 71. In August 2010, four of Plaintiff's executives met with Defendants in Richardson. Id. at ¶ 5. In September 2010, the parties had at least two meetings in Richardson to discuss the MetroPCS proposal. Id. at ¶ ¶ 7, 8. In November 2010, the parties had at least two meetings in Richardson—one with MetroPCS and one with each other to discuss the MetroPCS deal. Id. at ¶ 11.

In the course of jointly collaborating on marketing and the possibility of acquisition, Plaintiff provided business and technical information to Defendants via email and telephone from Oregon.¹ Plaintiff shared information with Defendants including "proprietary information about [Plaintiff's] payment solution" and "confidential and proprietary business and financial information." Id. at ¶ 17. Specifically, Plaintiff alleges that Defendants obtained two types of confidential information from Plaintiff: 1) "Solutions Methods," which include "detailed information about the architecture and design of the solutions, including proprietary payment routines, methodologies and processes"; and 2) "Risk Information," which includes detailed statistical information about "the prevalence of fraudulent payment transactions in the prepaid mobile device market place" and how Plaintiff "uses fraud data to price its payment solutions." Id. at ¶ 22, 51.

In 2012, the parties worked through a third-party investment banking firm to once again explore the possibility of acquisition. Id. ¶ 38. In July 2012, the parties met in New York. Id. at ¶ 42. However, the parties were unable to agree on the terms of an acquisition. Id. at ¶ 43. Plaintiff alleges that Defendants were not sincere in their stated interest in acquiring Plaintiff. Id. at ¶ 44.

While the initial pitch to MetroPCS was unsuccessful, the parties met again and pitched a proposal to MetroPCS in Richardson, Texas, in late 2011. Id. at ¶¶ 14, 16. However, MetroPCS chose not to contract with the parties.

Beginning in mid–2012 and continuing into 2013, Defendants met numerous times with MetroPCS representatives to discuss the possibility of Defendants independently developing a payment processing solution for MetroPCS. Zepeda Decl. ¶¶ 19–23, ECF 71. All of these meetings took place in Richardson, Texas. Zabetski Decl. ¶¶ 3, 6, ECF 70. No part of the planning or development took place in Oregon. Id. at ¶ 8.

Plaintiff alleges that Defendants used Plaintiff's proprietary information to create a "copycat payments solution" which Defendants sold to MetroPCS shortly after the parties' joint pitch to MetroPCS failed. Id. at ¶¶ 36, 45. According to Plaintiff, Defendants had never launched a payment solution and could not have done so on the timeline required or at the price bargained for by MetroPCS, without using "some significant portion of the confidential information provided to Defendants by Plaintiff in connection with the MetroPCS collaboration project." Id. ¶ at 37.

On or about April 28, 2014, Defendants hired away a key member of Plaintiff's executive sales staff. Id. at ¶ 53. Plaintiff alleges that this staff member possesses Confidential Risk Information that he will disclose to Defendants. Id. at ¶ 56.

Additional facts relevant to particular claims are discussed below.

STANDARDS

I. Motion to Dismiss

A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency of the claims. Navarro v. Block, 250 F.3d 729, 732 (9th Cir.2001). "All allegations of...