Heartland Payment Systems, LLC v. InTeam Associates LLC, et al.
In 2011, Heartland Payment Systems, Inc. (“Heartland”), a credit card processing company, wanted to expand its school operations. To pursue this strategy, Heartland purchased some of the assets of School Link Technologies, Inc. (“SL-Tech”). SL-Tech marketed software products to schools to manage their foodservice operations. Through the purchase of SL-Tech, Heartland acquired WebSMARTT, a software program that allowed schools to monitor school meal nutrition through point of sale, free and reduced meal eligibility tracking, menu planning, nutrient analysis, and recordkeeping. It was intended that WebSMARTT and similar applications collect and use data collected through the programs to model the effect of menu plans on staffing, equipment, and other costs. The parties executed three contracts involving Heartland, SL-Tech, and SLTech’s CEO, Lawrence Goodman to create “inTEAM” the software to be built from the WebSMARTT technology. The contracts contained non-compete, non- solicitation, exclusivity, cross-marketing, and support obligations. The parties quickly lost sight of their post-closing contractual obligations: inTEAM developed the new software; Goodman tried to solicit one of Heartland’s customers. Heartland paired with one of inTEAM’s biggest competitors to submit a bid to provide software to the Texas Department of Agriculture. The disputes eventually found their way to the Court of Chancery through breach of contract claims and counterclaims. After trial, the Court of Chancery found inTEAM did not breach any of its contractual obligations, but Goodman and Heartland had breached certain of theirs. The Delaware Supreme Court reversed the Court of Chancery’s finding that Goodman and inTEAM did not breach their non-compete obligations under the various agreements, but otherwise affirmed the court’s decision. As for the remaining issues, the Court of Chancery properly found that Heartland breached its contractual obligations by collaborating with an inTEAM competitor, and Goodman breached by soliciting a customer of Heartland. The court also did not abuse its discretion when it required an extension of the non-competes and assessed damages against Goodman. The Supreme Court therefore affirmed in part and reversed the Court of Chancery’s decision. View "Heartland Payment Systems, LLC v. InTeam Associates LLC, et al." on Justia Law