ACI Worldwide Corp. v. Baldwin Hackett & Meeks
296 Neb. 818
| Neb. | 2017Background
- ACI sued BHMI in 2012 claiming BHMI misappropriated ACI’s middleware trade secrets (XPNET vs. BHMI’s TMS); most of ACI’s other claims were dismissed pretrial. BHMI counterclaimed for breach of an NDA, tortious interference, and violations of Nebraska’s Junkin Act (state antitrust law).
- The district court limited trade-secret discovery: it required ACI to pursue non-trade-secret discovery and identify alleged misappropriations with particularity before BHMI had to produce source code/manuals. ACI did limited non-trade-secret discovery and pursued MasterCard and other third-party discovery.
- ACI tried its claims in 2014 and lost; after further discovery obtained in a federal action (email attachments from MasterCard), ACI moved to vacate the 2014 judgment and sought to use the new materials, but the district court denied relief and sealed the materials pending later proceedings.
- In a separate 2015 trial on BHMI’s counterclaims, the jury found for BHMI on breach of the NDA and Junkin Act claims and awarded $43,806,362.70; the court awarded BHMI attorney fees of $2,732,962.50 and costs.
- ACI appealed, arguing (inter alia) discovery errors (denial of BHMI’s source code), that Noerr-Pennington immunity barred BHMI’s claims, insufficiency of BHMI’s evidence (including damages), and wrongful exclusion of evidence obtained in the federal action.
- The Nebraska Supreme Court affirmed: it held the district court did not abuse its discretion on discovery or posttrial motions, ACI waived Noerr-Pennington by not pleading it as an affirmative defense, the evidence supported the jury verdicts (including antitrust injury and damages), and the attorney-fee award was reasonable.
Issues
| Issue | Plaintiff's Argument (ACI) | Defendant's Argument (BHMI) | Held |
|---|---|---|---|
| Denial of trade-secret discovery / motion to vacate 2014 judgment | Court wrongly denied access to BHMI source code/manuals, prejudicing ACI’s misappropriation claim | Court properly required ACI to pursue non-trade-secret discovery and particularize allegations before risking disclosure | Affirmed — court did not abuse discretion; balancing need vs. injury justified limiting discovery |
| Noerr-Pennington immunity to counterclaims | ACI contends petitioning immunity bars BHMI’s antitrust/tortious interference claims | BHMI says Noerr-Pennington was waived because ACI never pleaded it as an affirmative defense | Affirmed — ACI waived the defense by failing to plead it in a timely manner |
| Sufficiency of evidence for Junkin Act claim | ACI argues BHMI failed to prove antitrust injury (no market-wide harm) | BHMI presented evidence that ACI’s suit suppressed TMS entry, reduced output, raised price and quality issues (TMS cheaper, multi-platform) | Affirmed — competent evidence supported antitrust injury and jury verdict |
| Sufficiency of damages and expert proof | ACI contends BHMI’s damages were speculative and that BHMI’s witness (Jack) lacked qualifications / supporting records | BHMI relied on Jack’s long-standing financial management of BHMI, contracts (MasterCard, FNBO), and market testimony to estimate lost profits | Affirmed — owner testimony and supporting records were adequate; overhead treatment and estimation met "reasonable degree of certainty" standard |
Key Cases Cited
- Eastern R.R. Conference v. Noerr Motor Freight, 365 U.S. 127 (1961) (establishes petitioning immunity doctrine)
- United Mine Workers v. Pennington, 381 U.S. 657 (1965) (extends Noerr petitioning immunity principles)
- Professional Real Estate Investors, Inc. v. Columbia Pictures Industries, Inc., 508 U.S. 49 (1993) (defines the "sham" exception to Noerr-Pennington: objectively baseless and subjectively in bad faith)
- Eastman Kodak Co. v. Image Technical Services, Inc., 504 U.S. 451 (1992) (monopolization elements and market-power concepts used in antitrust/Junkin Act analysis)
- Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477 (1977) (antitrust standing and requirement to prove antitrust injury)
- Jacobs v. Tempur-Pedic Intern., Inc., 626 F.3d 1327 (11th Cir. 2010) (examples of actual anticompetitive effects relevant to damages: reduced output, increased price, deterioration in quality)