SS&C Technologies Holdings, Inc. v. Arcesium LLC

Background

SS&C Technologies Holdings, Inc. and Advent Software, Inc. moved to vacate the judgment entered on December 20, 2024, and to obtain permission to file a proposed Second Amended Complaint. They relied on Rules 59(e) and 60(b) of the Federal Rules of Civil Procedure.

The earlier judgment dismissed SS&C’s trade-secret misappropriation claims under the federal Defend Trade Secrets Act and New York common law for failure to state a claim. The court also declined to exercise supplemental jurisdiction over SS&C’s remaining state-law claims and Arcesium’s counterclaims. Judgment was entered, and the case was closed.

SS&C argued that amendment was appropriate after the court had provided guidance about the sufficiency of its claims and that leave to amend should generally be given freely. Arcesium argued that SS&C had already had ample opportunities to amend and had made strategic decisions not to seek further amendment before judgment.

Rule 60(b)(6) analysis

Rule 60(b)(6) allows relief from a final judgment for an extraordinary reason not covered by the rule’s other provisions. The court explained that a party seeking to reopen a case and amend its complaint must first satisfy Rule 60(b) before the court may consider whether amendment is appropriate.

The court held that SS&C had not identified extraordinary circumstances. SS&C’s effort to distinguish the Supreme Court’s decision in BLOM Bank SAL v. Honickman did not itself establish such circumstances. The court also found that SS&C had made a deliberate choice to stand on its first amended complaint even though it had opportunities to seek another amendment.

The court noted that SS&C had amended once after receiving documents it described as important to its case. The parties then conducted more than 18 months of discovery, during which SS&C received more than 186,000 documents, obtained access to certain databases and a software testing environment, and deposed nine Arcesium witnesses. SS&C later sought to amend through a proposed consolidation with another action, but the court denied consolidation and denied leave to file the consolidated amended complaint. SS&C did not then file a separate motion to amend before the judgment dismissing its claims.

The court concluded that SS&C had not shown the extraordinary circumstances required for relief under Rule 60(b)(6), so vacatur was not warranted under that rule.

Rule 59(e) analysis

Rule 59(e) governs motions to alter or amend a judgment. The court explained that such relief generally requires an intervening change in controlling law, newly available evidence, or a need to correct a clear error or prevent manifest injustice. A Rule 59(e) motion cannot be used simply to relitigate matters or raise arguments that could have been presented earlier.

The court held that SS&C had not attempted to make the required showing under Rule 59(e). The court rejected SS&C’s argument that the more liberal standard governing amendment of pleadings under Rule 15(a) should control the post-judgment request. Under the Second Circuit’s approach, a party seeking to amend after judgment must first obtain relief from the judgment under Rule 59(e) or Rule 60(b).

Rule 15(a) and disposition

Because the court found that vacatur was not warranted under either Rule 60(b)(6) or Rule 59(e), it concluded that SS&C could not obtain permission to replead under Rule 15(a). The court therefore denied SS&C’s motion to vacate the judgment and amend its complaint.

Judge Timothy M. Reif, a judge of the United States Court of International Trade sitting by designation in the Southern District of New York, ordered that the motion was DENIED.