Apprio, Inc. v. Zaccari
Civil Action No. 2018-2180
| D.D.C. | Mar 31, 2022Background
- Apprio, a government contractor, presented a Proprietary Information and Assignment of Inventions Agreement (PIIA) to Neil Zaccari in 2016; Zaccari clicked an electronic "acknowledge" button.
- In June 2021 the Court granted partial summary judgment holding the electronic acknowledgement constituted assent under the E-SIGN Act and that Zaccari assigned his rights in the "CRR Software" to Apprio under the PIIA.
- After discovery closed, Apprio moved for summary judgment on breach of contract; Zaccari opposed and sought reconsideration based on two depositions.
- The undisputed record shows Zaccari filed a U.S. copyright registration for the CRR Software in his own name, retained copies of the software after termination, and refused to sign a confirmatory assignment.
- The Court denied reconsideration except to briefly review the cited deposition material, reaffirmed the prior holdings on assent and assignment, found breaches of PIIA §§1.1, 7, and 2.8, but not §3.2, and ordered declaratory relief plus relinquishment/assignment of the copyright and software.
- The Court declared Apprio the prevailing party and directed the parties to meet-and-confer on reasonable attorneys’ fees (fee motion procedures and a status conference were set).
Issues
| Issue | Plaintiff's Argument (Apprio) | Defendant's Argument (Zaccari) | Held |
|---|---|---|---|
| Motion to reconsider June 2021 partial SJ | Court should treat prior rulings as established and rely on them; no new grounds for reopening | New deposition evidence and statute-of-frauds concerns justify reconsideration | Reconsideration denied except for limited review; prior holdings remain controlling |
| Enforceability of PIIA / Assignment of CRR Software | Acknowledgement clicking constituted objective assent and satisfied E‑SIGN; CRR Software assigned to Apprio | He never intended to be bound and the electronic record is insufficient under the statute of frauds | Court reaffirmed that clicking "acknowledge" amounted to signature; assignment to Apprio stands |
| Breach of §1.1 (confidentiality / publication) | Zaccari filed a copyright in his own name and included source code, disclosing Proprietary Information without authorization | Denies ownership of CRR and disputes breach (largely reargues prior rulings) | Summary judgment for Apprio: undisputed evidence shows §1.1 breach |
| Breach of §3.2 (post‑employment non‑solicit/compete) | Filing suit against U.S. was an attempt to profit and thus a competing business/solicitation | Suing the U.S. did not create a "Competing Business" as defined by PIIA | No breach: Apprio failed to show Zaccari actually profited or became a Competing Business |
| Breach of §7 and §2.8 (return property; confirmatory assignment) | Zaccari kept copies after termination and refused to execute confirmatory assignment as requested | Denies retaining Apprio property and disputes ownership | Summary judgment for Apprio: breaches of §§7 and 2.8; Court ordered relinquishment of copies and execution/assignment of the copyright; damages limited to non‑monetary relief and fees process initiated |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard: genuine dispute requirement)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (non‑movant must do more than show metaphysical doubt at summary judgment)
- Filebark v. U.S. Dep’t of Transp., 555 F.3d 1009 (Rule 54(b) reconsideration and interlocutory rulings)
- Capitol Sprinkler Inspection, Inc. v. Guest Servs., Inc., 630 F.3d 217 (interlocutory decisions may be relied upon absent justice requiring reconsideration)
- Bailey v. Fed. Nat’l Mortg. Ass’n, 209 F.3d 740 (meeting‑of‑the‑minds principle in contract formation)
- Kramer Assocs., Inc. v. Ikam, Ltd., 888 A.2d 247 (distinguishing written assent from ambiguous verbal terms)
- Wright v. Howard Univ., 60 A.3d 749 (D.C. law: breach actionable even without proof of monetary injury)
- Calomiris v. Calomiris, 3 A.3d 1186 (contract provision for prevailing‑party fees is collateral to merits)
- eBay Inc. v. MercExchange, L.L.C., 547 U.S. 388 (standards for a permanent injunction)