Novell, Incorporated v. Microsoft Corporation
429 F. App'x 254
4th Cir.2011Background
- Novell owned WordPerfect and Quattro Pro (office productivity) and DOS products including DR DOS during 1994–1996.
- Novell executed a July 23, 1996 Asset Purchase Agreement with Caldera transferring DOS Products/Related Technology; Caldera paid $400,000.
- The Agreement conveyed to Caldera Novell’s right to sue for DOS-Related claims but not for office-productivity software harms.
- Caldera filed suit against Microsoft; Microsoft settled Caldera’s claims in 2000 and Caldera-paid settlement proceeds were shared with Novell.
- Novell filed a six-count antitrust complaint in November 2004 alleging harm to office productivity software (Counts I and VI among others).
- District court granted summary judgment on Counts II–V and initially held Count I not transferred to Caldera; this opinion reverses as to Count I and remands for proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the APA transfer count I claims to Caldera? | Novell. | Microsoft. | No transfer; Counts I/VI not assigned. |
| Does res judicata bar Count I due to Caldera settlement? | Novell. | Microsoft. | Res judicata does not apply. |
| Are there material facts remaining for Count I? | Yes, disputes on causation and harm. | No material disputes; mainly legal issues. | Disputed facts exist; remand appropriate. |
| Was GroupWise adequately pleaded under Count I? | GroupWise falls under umbrella term. | GroupWise not pleaded; not noticeable. | GroupWise claims not adequately pleaded. |
| Is extrinsic evidence sufficient to interpret the APA? | Extrinsic evidence supports Novell’s reading. | Extrinsic evidence is ambiguous. | Extrinsic evidence supports Novell; reading not foreclosed. |
Key Cases Cited
- Novell, Inc. v. Microsoft Corp., 505 F.3d 302 (4th Cir.2007) (addressed standing and separation of harms; prior decision relied on severability of harms)
- City of Grantsville v. Redevelopment Agency of Tooele City, 233 P.3d 461 (Utah 2010) (ambiguity review with extrinsic evidence; language read in context)
- Daines v. Vincent, 190 P.3d 1269 (Utah 2008) (two-step approach to facial ambiguity in contracts)
- Green River Canal Co. v. Thayn, 84 P.3d 1134 (Utah 2003) (consider contract language with surrounding circumstances)
- Peirce v. Peirce, 994 P.2d 193 (Utah 2000) (interpretation of contract in context; surrounding circumstances)
- Taylor v. Sturgell, 553 U.S. 880 (2008) (nonparty preclusion; adequacy of representation)