ACI Worldwide Corp. v. Baldwin Hackett & Meeks
296 Neb. 818
| Neb. | 2017Background
- ACI sued BHMI in 2012 for trade secret misappropriation arising from BHMI’s development of TMS, which MasterCard accepted to replace ACI’s XPNET middleware; BHMI counterclaimed for breach of an NDA, tortious interference, and violations of Nebraska’s Junkin Act.
- The NDA allowed ACI to review BHMI manuals but prohibited ACI from using BHMI’s confidential information "in any manner whatsoever," including in litigation against BHMI or its customers.
- The district court limited ACI’s access to BHMI source code and manuals pending particularized non-trade-secret discovery; ACI pursued some discovery (including a MasterCard deposition) but did not exhaust non-trade-secret avenues before the first trial.
- 2014: first trial — jury found for BHMI on dismissal of ACI’s claims (ACI lost misappropriation claim). ACI later obtained email attachments in a separate federal action that it said supported its claims.
- 2015: second trial — jury found for BHMI on counterclaims (breach of NDA and Junkin Act) and awarded $43.8M; district court awarded BHMI ~$2.73M in attorney fees and costs. ACI moved to vacate both judgments alleging discovery error, insufficient evidence, Noerr-Pennington immunity, and evidentiary exclusion. The district court denied relief; Nebraska Supreme Court affirmed.
Issues
| Issue | ACI's Argument | BHMI's Argument | Held |
|---|---|---|---|
| Whether denial of access to BHMI source code before the first trial warranted vacatur of 2014 judgment | Court improperly refused trade-secret discovery, depriving ACI of evidence to prove misappropriation | Court properly required ACI to pursue non-trade-secret discovery and particularize claims before exposing BHMI source code | No abuse of discretion; court permissibly balanced ACI’s need against BHMI’s protection of trade secrets and ACI had not exhausted non-trade-secret discovery |
| Whether Noerr-Pennington immunity bars BHMI’s antitrust and tort claims | ACI argued immunity from liability for filing suit (invoked right to petition) | BHMI argued Noerr-Pennington was waived by ACI’s failure to plead it as an affirmative defense | ACI waived Noerr-Pennington by not pleading it timely; court declined to apply immunity |
| Sufficiency of evidence for Junkin Act (antitrust) claim | ACI: BHMI failed to prove antitrust injury (no market-wide price increase, reduced output, or quality deterioration) | BHMI: ACI’s litigation suppressed market entry of lower-priced, multi-platform TMS (reduced output, increased price, quality effects); presented market and customer testimony | Competent evidence supported antitrust injury (reduced output and price/quality effects); verdict not clearly wrong |
| Damages and expert evidence (lost profits) & attorney fees | ACI: BHMI’s damages testimony (company principal Jack) was unqualified/speculative; fee award unsupported without invoices and multiplier unjustified | BHMI: Jack had 30 years’ practical knowledge and business records/contracts; fee affidavit provided hours/rates and factors justified enhancement | Court did not abuse discretion: Jack was qualified to testify on lost profits; damages evidence sufficiently reliable for jury; attorney-fee award and multiplier were reasonable under factors applied |
Key Cases Cited
- Eastern R.R. Conference v. Noerr Motor Freight, 365 U.S. 127 (1961) (establishes petitioning immunity in antitrust context)
- United Mine Workers v. Pennington, 381 U.S. 657 (1965) (extends Noerr immunity principles)
- Professional Real Estate Investors, Inc. v. Columbia Pictures Indus., 508 U.S. 49 (1993) (defines the "sham" litigation exception to Noerr-Pennington)
- Eastman Kodak Co. v. Image Technical Servs., 504 U.S. 451 (1992) (monopoly/market power principles relevant to antitrust claims)
- Brunswick Corp. v. Pueblo Bowl-O-Mat, 429 U.S. 477 (1977) (antitrust standing and antitrust injury principles)