Actian Corporation v. SS&C Technologies, Inc.

Background

Actian Corporation owns database-management software called Pervasive PSQL and Actian Zen. SS&C entered into an original-manufacturer agreement with Actian’s predecessor to license the software for use in SS&C’s Skyline and HiPortfolio products. SS&C distributed those products to third parties and resellers.

Actian alleged that SS&C selected less expensive software editions whose licenses did not permit the way SS&C used them. In particular, Actian alleged that SS&C distributed the software in products used by landlords and their tenants, hosted the software for landlords, and allowed uses that the less expensive licenses prohibited. Actian asserted claims for breach of contract, copyright infringement, and negligence.

Personal Jurisdiction

SS&C moved to dismiss under Federal Rule of Civil Procedure 12(b)(2), arguing that the court lacked personal jurisdiction—the court’s authority to exercise power over the defendant. The court considered Actian’s arguments for jurisdiction based on forum-selection clauses, general jurisdiction, and specific jurisdiction.

Actian primarily relied on forum-selection clauses in versions 13 and 14 of the software’s end-user license agreements. Those clauses selected federal courts in the Northern District of California and state courts in Santa Clara County for disputes related to the agreements. The court concluded that the record did not show that SS&C agreed to those end-user agreements for the commercial conduct at issue. The agreements contemplated internal business or personal use, while Actian’s claims concerned SS&C’s bundling of the software into products distributed to third parties. The court therefore found that the clauses did not establish SS&C’s consent to personal jurisdiction for these claims.

The court also rejected general jurisdiction. Although Actian identified four SS&C offices in California and California-based companies acquired by SS&C, the court found that these contacts were insufficient to show that SS&C was essentially “at home” in California.

The court likewise found insufficient support for specific jurisdiction. Actian pointed to its contract with SS&C and alleged sales of SS&C’s products to some California customers. The court held that a contract with a California company alone did not establish sufficient contacts and that Actian had not adequately shown that SS&C purposefully directed activities toward California or purposefully conducted business there in a way related to Actian’s claims.

Jurisdictional Discovery

Actian asked for discovery about jurisdiction. The court denied the request because Actian did not identify the discovery requests or explain why discovery was likely to produce facts relevant to jurisdiction. The court found that Actian had already provided information about SS&C’s California operations and customers, and that additional information about possible California customers would not change the jurisdictional analysis on this record.

Ruling and Case Status

The court GRANTED SS&C’s motion to dismiss for lack of personal jurisdiction. Because it found no personal jurisdiction, the court did not reach SS&C’s remaining arguments. The court denied Actian’s request for jurisdictional discovery, terminated the discovery letter, motion to stay discovery, and motion for leave to file a surreply as moot, and stayed discovery pending a decision on an anticipated second motion to dismiss for lack of personal jurisdiction. The court allowed Actian to file an amended complaint within 21 days and stated that the case would be dismissed without prejudice to refiling elsewhere if Actian could not establish jurisdiction.