Winprovit - Solucoes Inteligentes S.A. v. Z & A Infotek Corp.

Background

Winprovit sued Z & A Infotek Corp., also identified in the opinion by several alternate names and as doing business as Zen & Art, to recover unpaid amounts for information-technology services. The action invoked the court’s diversity jurisdiction. After discovery ended, Winprovit moved for summary judgment, which asks the court to decide a claim without a trial when there is no genuine dispute about a material fact and the moving party is entitled to judgment as a matter of law.

The parties’ written Work Order incorporated a Master Services Agreement and provided that the Work Order’s terms controlled. It required Infotek to pay Winprovit 24 equal installments of $59,134, beginning January 1, 2022, and ending December 31, 2023. Infotek paid the first 13 installments through January 19, 2023, but made no further payments. The 11 unpaid installments totaled $650,470.

Infotek’s chief executive, Sandesh Shetty, stated that he learned in 2023 about arrests involving individuals connected to Altice, the customer for which Winprovit was providing services. Infotek paused its payments while Altice conducted an internal investigation. Infotek also asserted that it had been induced to enter the agreement by the belief that working with Winprovit would lead to additional Altice business.

Choice of Law

The court applied New York’s choice-of-law rules because the case was in federal court based on diversity jurisdiction. Neither party identified a contractual choice-of-law provision. Although Infotek argued for New Jersey law and Winprovit argued for New York law, Infotek did not identify a difference between the states’ laws concerning contract formation, interpretation, or breach. The court assumed, without deciding, that the states’ rules concerning prejudgment interest differed.

Applying New York’s “center of gravity” approach, the court concluded that New York law governed. The services were principally focused on New York, including performance at an Altice location in Bethpage, New York.

Breach of Contract

Under New York law, a breach-of-contract claim requires a valid contract, the plaintiff’s performance, the defendant’s failure to perform, and resulting damages. The court found that Winprovit had established each element.

The signed Work Order established a valid, enforceable contract, and Infotek did not deny agreeing to its terms. The court found that Infotek’s fraudulent-inducement defense—the assertion that it was deceived into signing the contract—was vague and unsupported. Infotek did not identify specific statements, speakers, times, places, or circumstances showing that it had been deceived. Its assertions also did not distinguish between its own beliefs, statements by Altice, and any statements by Winprovit.

The court found that Winprovit fully performed its obligations. Winprovit continued providing services during 2023 despite not being paid, and Infotek never formally terminated the agreement or directed Winprovit to stop performing under the agreement. Winprovit also submitted the 11 unpaid invoices.

The court concluded that Infotek stopped paying because of Altice’s internal investigation, not because of any identified failure by Winprovit. The investigation did not excuse Infotek’s obligation to pay under the Work Order. Because the payment schedule made the damages readily calculable, the 11 unpaid installments established $650,470 in damages. The court held that no reasonable fact finder could find for Infotek on the summary-judgment record.

Prejudgment Interest and Disposition

The court held that prejudgment interest was appropriate because the amounts owed were fixed and calculable. Applying New York’s nine-percent simple-interest rate, the court awarded $94,199.14 in prejudgment interest through May 5, 2025.

Judge P. Kevin Castel granted Winprovit’s motion for summary judgment. The court directed the Clerk to enter final judgment for Winprovit on its breach-of-contract claim against Infotek in the amount of $650,470, plus $94,199.14 in prejudgment interest, totaling $744,669.14. The court also directed that the motion be terminated and the case closed.