Integrity Global Security, LLC And Green Hills Software, Inc. v. Dell Marketing L.P., a Texas Limited Partnership, Dell Federal Systems, L.P., a Texas Limited Partnership And Dell Products, L.P., a Texas Limited Partnership, 579 S.W.3d 577

Background

IGS (Integrity Global Security and related entities) developed a high‑security MLS software and contracted with Dell in 2009 to integrate and market it; Dell obtained "Top Secret Exclusivity" in exchange for a $66.23M minimum license commitment (MLC) payable in quarterly installments.
Parties amended the agreement in 2011 to create an On‑Hold Time Frame (Feb–Oct 2011) with reduced quarterly payments ($1.75M) and a provision that Dell would pay the $2M-per-quarter difference within 12 months after the On‑Hold period, effectively deferring a $6M payment to October 2012.
In August 2011 Dell notified IGS it would suspend MLC payments until PL4/Top Secret certification; on October 28, 2011 Dell gave notice terminating the Agreement effective November 20/30, 2011.
IGS sued in 2016 (after a federal suit was dismissed for lack of diversity) claiming breach for three missed payments: $1.75M (Oct 28, 2011), $1.25M (Nov 30, 2011), and $6M (Oct 28, 2012), plus other damages from alleged Dell interference with customers.
Dell moved for summary judgment; trial court granted summary judgment on all grounds. On appeal, the Texas Court of Appeals applied Delaware substantive law for contract interpretation but Texas procedural law for statute of limitations, affirmed summary judgment on the $6M claim and other non‑MLC damages, and reversed as to the $1.75M and $1.25M claims (limitations issue).

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the deferred $6M MLC survived Dell's termination	The $6M was earned during the On‑Hold Time Frame under the Agreement/Table 2 and remains payable despite termination	The Amendment deferred but did not make the $6M unconditional; the Agreement terminates Dell's MLC obligations on contract termination	$6M payment terminated with contract; summary judgment for Dell affirmed on $6M
Applicable statute of limitations (Texas 4‑yr v. Delaware 3‑yr)	Texas procedural law applies to limitations; thus Texas 4‑year SOL governs	Choice‑of‑law clause selects Delaware law broadly; Delaware 3‑year SOL applies	Texas law (4‑yr) applies to SOL because contract does not expressly apply SOL; Texas SOL governs
Accrual date for Oct/Nov 2011 missed payments (and tolling)	Accrual tolled until 30 days after IGS's dispute/mediation demand (Feb 8, 2012) under contract dispute clause	Each installment claim accrued on its missed payment date (Oct 28, Nov 30, 2011); limitations not tolled	Claims accrue on each missed payment date; however, tolling under Tex. Civ. Prac. & Rem. Code §16.064(a) (prior federal suit dismissed for lack of jurisdiction) prevents summary judgment because Dell failed to prove intentional misfiling by IGS
Recovery for damages beyond the three disputed MLC payments	IGS points to deposition evidence that Dell communicated with customers and killed IGS's business, seeking broader damages	Dell relied on IGS testimony that no other damages exist and contractual limitation of consequential damages	Trial court did not err granting summary judgment as to damages beyond the three MLC payments; IGS failed to marshal admissible summary judgment evidence of other recoverable damages

Key Cases Cited

Community Health Sys. Prof’l Servs. Corp. v. Hansen, 525 S.W.3d 671 (Tex. 2017) (summary judgment standard and appellate review)
Arkoma Basin Expl. Co. v. FMF Assocs. 1990‑A, Ltd., 249 S.W.3d 380 (Tex. 2008) (choice‑of‑law clause: substantive law selection and forum procedural matters)
BLGH Holdings LLC v. enXco LFG Holding, LLC, 41 A.3d 410 (Del. 2012) (Delaware rule that unambiguous contract language controls and extrinsic evidence is generally excluded)
Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211 (Tex. 2003) (accrual rule: cause of action accrues when facts authorizing suit exist)
Stine v. Stewart, 80 S.W.3d 586 (Tex. 2002) (breach accrual: contract claim accrues when contract is breached)
In re United Servs. Auto. Ass’n, 307 S.W.3d 299 (Tex. 2010) (§16.064 tolling and exception for intentional disregard of proper jurisdiction)
Waffle House, Inc. v. Williams, 313 S.W.3d 796 (Tex. 2010) (standards for new trial based on newly discovered evidence)