ACI Worldwide Corp. v. Baldwin Hackett & Meeks
296 Neb. 818
Neb.2017Background
- ACI Worldwide sued Baldwin Hackett & Meeks, Inc. (BHMI) in 2012, alleging trade secret misappropriation relating to middleware software (ACI’s XPNET v. BHMI’s TMS); most of ACI’s non–trade-secret claims were dismissed pretrial.
- The district court limited ACI’s access to BHMI’s source code and manuals pending focused non–trade-secret discovery; ACI conducted limited depositions and sought MasterCard documents.
- First trial (2014): jury found for BHMI on ACI’s misappropriation claim; ACI moved to vacate based on newly obtained MasterCard email attachments (obtained in separate federal litigation).
- Between trials ACI obtained disputed email attachments via federal discovery but did not seek immediate in‑camera review/admission in state court before the second trial.
- Second trial (2015): jury found for BHMI on counterclaims (breach of NDA and violation of Nebraska’s Junkin Act) and awarded $43.8 million; district court later awarded BHMI $2.73 million in attorney fees.
- ACI appealed, arguing among other things that discovery limitations, exclusion of the federal email attachments, insufficient evidence, and failure to apply Noerr‑Pennington immunity warranted vacatur; Nebraska Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument (ACI) | Defendant's Argument (BHMI) | Held |
|---|---|---|---|
| Denial of trade‑secret discovery before first trial | Court abused discretion by denying access to BHMI source code/manuals, preventing proof of misappropriation | Court properly required particularized non–trade‑secret discovery first to justify production of sensitive materials | Affirmed: trial court did not abuse discretion in sequencing discovery and denying broad source‑code disclosure given ACI’s limited non‑trade‑secret discovery |
| Whether Noerr‑Pennington immunity bars BHMI’s antitrust/tort claims | ACI contends litigation activity (its suit) is immune from antitrust/tort liability under Noerr‑Pennington | BHMI contends Noerr‑Pennington does not apply or ACI waived it by not pleading the defense | Affirmed: ACI waived Noerr‑Pennington by failing to plead it as an affirmative defense; court need not reach sham‑suit analysis |
| Sufficiency of evidence for Junkin Act (Nebraska antitrust) claim | Insufficient proof of antitrust injury or market effects to support damages | BHMI presented evidence that ACI’s suit suppressed competition, kept lower‑cost/higher‑quality TMS off market, and FNBO and other deals were lost | Affirmed: competent evidence of antitrust injury (reduced output, higher price, quality effects) supported jury verdict |
| Sufficiency and admissibility of damages evidence | BHMI’s damages proof (Jack’s lost‑profit testimony) was speculative and Jack was not a qualified expert; exclusion of email attachments prejudiced ACI | Jack had 30 years’ hands‑on business knowledge; BHMI produced contracts and corroborating testimony; ACI did not offer attachments at trial | Affirmed: district court did not abuse discretion admitting Jack’s testimony or in finding damages evidence sufficient; ACI waived/abandoned seeking admission of federal attachments at trial |
Key Cases Cited
- Eastern R. Conf. v. Noerr Motors, 365 U.S. 127 (U.S. 1961) (established Noerr‑Pennington petitioning immunity)
- Mine Workers v. Pennington, 381 U.S. 657 (U.S. 1965) (extended Noerr‑Pennington principles)
- Professional Real Estate Investors, Inc. v. Columbia Pictures Industries, Inc., 508 U.S. 49 (U.S. 1993) (sham‑suit exception to petitioning immunity requires objective baselessness and subjective bad faith)
- Eastman Kodak Co. v. Image Technical Services, Inc., 504 U.S. 451 (U.S. 1992) (elements of monopolization and market power)
- Jacobs v. Tempur‑Pedic Intern., Inc., 626 F.3d 1327 (11th Cir. 2010) (examples of actual anticompetitive effects: reduced output, increased price, deterioration in quality)