Syntel Sterling Best Shores Mauritius Limited v. The Trizetto Group, Inc.

Background

The TriZetto Group, Inc. and Cognizant Technology Solutions Corp. moved to prevent Syntel Sterling Best Shores Mauritius Limited and Syntel, Inc. from introducing Syntel’s termination letter as evidence of damages on Syntel’s transaction-rebates claim. The letter, signed by Syntel’s Chief Administrative Officer, General Counsel, and Secretary, notified TriZetto of termination and demanded $3,382,421 under the Master Services Agreement. An attached appendix listed invoices, planned transition rebates, and transition rebates received.

The parties agreed that the letter and attachment were hearsay—out-of-court statements offered to prove the truth of what they asserted. Syntel submitted a declaration from Daniel M. Moore to establish the business-record exception to the hearsay rule. That exception requires, among other things, that the record be made at or near the relevant time by someone with knowledge, kept in the regular course of business, and made as a regular practice; the foundation must be provided by a custodian or another qualified witness.

Court’s Analysis

The court stated that Moore’s declaration appeared to establish a foundation only for the appendix and invoices, not for the termination letter. The court said it was doubtful that the letter qualified as a business record because it was not apparently created as part of Syntel’s routine software-services business and appeared instead to effectuate the end of a business relationship and support litigation.

The court also identified additional hearsay layers. The appendix asserted the amount TriZetto supposedly owed, and the invoices were offered as support for the appendix. Under Federal Rule of Evidence 805, each layer of hearsay must independently qualify for an exception. The court found that the declaration did not address whether the invoices were made contemporaneously or kept in the regular course of business. It also noted that the appendix’s important “Transition Rebate Received” figures appeared to depend on unidentified documents showing how much TriZetto actually received. Syntel had not identified those documents or established a business-record foundation for them.

Disposition

The court reserved Defendants’ motion in limine No. 6 rather than granting or denying it. No later than October 6, 2020, Syntel could—but did not have to—file a certification under Federal Rule of Evidence 803(6)(D) providing a foundation for documents showing the amount of transition rebates TriZetto received, consistent with the court’s analysis.