SOLIDFX, LLC v. Jeppesen Sanderson, Inc.
841 F.3d 827
10th Cir.2016Background
- Jeppesen (chart producer) and SOLIDFX (software developer) entered a License and Cooperation Agreement under which Jeppesen provided access to proprietary toolkits and waived license fees while SOLIDFX would build reader apps using Jeppesen data.
- After initial toolkit access for iRex devices, Apple announced the iPad; SOLIDFX asked Jeppesen for the toolkit to build an iPad app but Jeppesen refused and later released its own iPad app to customers.
- SOLIDFX sued for antitrust, breach of contract, and torts; the district court granted partial summary judgment for Jeppesen on antitrust claims but allowed contract/tort claims to proceed to trial.
- At trial the jury awarded SOLIDFX roughly $43.1 million, including about $42.9 million in various lost-profits and lost-business-value items; Jeppesen appealed only the lost-profits recovery; SOLIDFX cross-appealed the antitrust dismissal.
- The Tenth Circuit examined (1) contract interpretation of Section 8.2 (damage exclusions), (2) whether awarded lost profits were direct or consequential, and (3) the propriety of summary judgment on SOLIDFX’s §2 refusal-to-deal antitrust claim.
Issues
| Issue | Plaintiff's Argument (SOLIDFX) | Defendant's Argument (Jeppesen) | Held |
|---|---|---|---|
| Whether Section 8.2 of the License Agreement bars recovery of lost profits | Section 8.2.1 is an illustrative list tied to consequential damages and does not independently bar all lost-profit recovery | Section 8.2.1 unambiguously bars any recovery for loss of use, revenue, or profit | Court: Section 8.2.1 unambiguously precludes recovery of lost profits of any kind; verdict vacated to that extent |
| If only consequential lost profits were barred, whether SOLIDFX’s awarded lost profits were direct or consequential | Awarded lost profits were direct because they arose from the parties’ expected business relationship and apps related to the License Agreement | Lost profits arose from anticipated sales to third parties, not from the contract itself, so they are consequential | Court: Even under narrower reading, SOLIDFX’s damages are consequential as a matter of law and thus barred |
| Whether SOLIDFX proved lost profits with reasonable certainty / admissibility of expert testimony | SOLIDFX had expert proof quantifying lost profits and business value | Court need not decide because contract bars the damages; did not reach evidentiary challenges | Court: Did not reach the proof/admissibility questions after holding damages contractually barred |
| Whether Jeppesen’s refusal to provide toolkit supports a §2 Sherman Act refusal-to-deal claim | Jeppesen’s refusal was anticompetitive and part of monopolization/attempted monopolization | Jeppesen’s refusal to license copyrighted material is a presumptively valid business justification; no rebuttal showing pretext or anticompetitive intent | Court: Affirmed summary judgment for Jeppesen on antitrust; refusal protected by IP justification and SOLIDFX failed to rebut (Aspen exception not met) |
Key Cases Cited
- Penncro Assocs., Inc. v. Sprint Spectrum, L.P., 499 F.3d 1151 (10th Cir. 2007) (contracts excluding consequential damages and listing lost profits construed in context of syntax and structure)
- United States v. Republic Steel Corp., 362 U.S. 482 (U.S. 1960) (semicolons and disjunctive phrasing indicate separate, distinct clauses)
- Aspen Skiing Co. v. Aspen Highlands Skiing Corp., 472 U.S. 585 (U.S. 1985) (limited refusal-to-deal exception under §2 when a defendant abandons a profitable course of dealing to achieve anticompetitive ends)
- Verizon Commc'ns Inc. v. Law Offices of Curtis V. Trinko, LLP, 540 U.S. 398 (U.S. 2004) (Aspen is at the outer boundary of §2 liability; refusal-to-deal doctrine narrow)
- Data General Corp. v. Grumman Sys. Support Corp., 36 F.3d 1147 (1st Cir. 1994) (assertion of IP rights is a presumptively valid business justification for refusal to deal)
- Atlantech Inc. v. American Panel Corp., 743 F.3d 287 (1st Cir. 2014) (lost profits tied to anticipated third‑party sales are consequential damages)
- Novell, Inc. v. Microsoft Corp., 731 F.3d 1064 (10th Cir. 2013) (monopolist generally has no duty to share intellectual property; refusal-to-deal claims scrutinized for legitimate business justification)