IT Portfolio Inc. v. Facsimile Communications Industries, Inc.

Background

IT Portfolio, Inc. sued Facsimile Communications Industries, Inc. and Atlantic Technology Integrators, LLC for breach of contract, breach of implied contract, and unjust enrichment. The defendants moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which addresses whether a complaint states a legally sufficient claim. The court granted that motion on May 31, 2019.

IT Portfolio then moved under Rule 59(e) to alter or amend the judgment. The opinion explains that this motion is governed by the same strict standard as a motion for reconsideration under the court’s local rules. The moving party must identify controlling law, facts, or other matters that the court overlooked and that could reasonably change the result. Repeating arguments already rejected is not enough.

IT Portfolio’s Arguments

IT Portfolio argued that the court had misinterpreted the Software Development and Assignment Agreement. It contended that demanding accelerated continuing payments terminated only its development-services obligations, not the entire software agreement. It also argued that its unjust-enrichment claim could proceed because it had been pleaded as an alternative to its express-contract claim.

The opinion states that the continuing payments were payments that the defendants’ predecessor, NER Data Products, Inc., was required to make for three and a half additional years after termination under Section 11.2 of the software agreement.

Court’s Analysis

The court rejected IT Portfolio’s contract interpretation. It held that Sections 11.1 and 11.2, read together, showed that IT Portfolio had terminated the entire software agreement when it accelerated the continuing payments. IT Portfolio identified no controlling authority or specific facts that the court had overlooked.

The court also reaffirmed its dismissal of the unjust-enrichment claim. Applying Colorado law, it stated that a party cannot recover under an implied-in-law contract when an express contract covers the same subject. The court concluded that the software agreement covered the alleged obligation to pay IT Portfolio and contemplated that, after termination, NER would own the Print4 Software and could sell it. The agreement therefore did not support an unjust-enrichment obligation against the defendants.

Disposition

Judge George B. Daniels denied IT Portfolio’s motion to alter or amend the judgment dismissing its complaint. The Clerk of Court was instructed to close the motion. The opinion does not state that the motion was denied with or without prejudice.