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Full Spectrum Software, Inc. v. forte Automation Sys., Inc.

United States District Court, D. Massachusetts

April 22, 2015

FULL SPECTRUM SOFTWARE, INC., Plaintiff,
v.
FORTE AUTOMATION SYSTEMS, INC., Defendant

Decided April 21, 2015

For Full Spectrum Software, Inc., Plaintiff: Christian B.W. Stephens, David M McGlone, Eckert Seamans Cherin & Mellott, LLC, Boston, MA.

For Forte Automation Systems, Inc., Defendant: Eric H. Loeffler, Matthew R. Watson, Hinshaw & Culbertson LLP, Boston, MA.

ORDER AND MEMORANDUM OF DECISION ON PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT (Docket No. 104) AND DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT (Docket No. 107)

TIMOTHY S. HILLMAN, DISTRICT JUDGE.

This action arises out of a commercial dispute between Plaintiff Full Spectrum Software, Inc., (" Plaintiff" or " Full Spectrum" ) and Defendant Forte Automation Systems, Inc. (" Defendant" or " Forte" ). The complaint asserts claims for Breach of Contract (Count I), Quantum Meruit (Count II), violations of M.G.L. c. 93A (Count III), Replevin (Count IV) and Declaratory Judgment (Count V). Plaintiff has moved for summary judgment on Counts I and II with respect to liability only. (Docket No. 104). Defendant has cross-moved for summary judgment on Count III. (Docket No. 107). For the following reasons, both motions are denied.

Background

Plaintiff Full Spectrum is a Delaware corporation with a principal place of business in Southborough, Massachusetts. Full Spectrum provides software consulting, engineering, and development services for clients in the medical and scientific fields. Defendant Forte is an Illinois corporation with a principal place of business in Machesney Park, Illinois. The company manufactures automated machines, including specialized automated medical equipment.

In 2011, Forte was hired by ProTom International and the McLaren Health Care Corporation to develop a state-of-the-art cancer treatment station that would include automated, software-driven equipment. The project became known as the " InView Project." The final product would be a multimillion dollar piece of equipment used by McLaren Health Care Corporation to treat cancer patients. Forte subcontracted with a company called Civco Medical Solutions to develop and supply custom software for the InView Project. Civco, in turn, subcontracted with Full Spectrum for consulting services associated with the software development. As the InView Project progressed, Forte became concerned about the work of Civco and Full Spectrum, and increased frustrations among the parties ultimately led Civco to terminate its relationship with Forte. This action arises out of the alleged transition of the subcontract for Full Spectrum's services from Civco to Forte.

Full Spectrum asserts that its president, Andrew Dallas, was informed over the weekend of April 14, 2012 that Civco was backing out of the InView project, and that Full Spectrum's work would be transitioned to Forte. Specifically, a Civco representative told Dallas that as of April 16, Full Spectrum should start billing Forte directly for the work they performed. On April 17, Dallas emailed Forte's President, Toby Henderson, as well as Forte project manager Ed Roman, to confirm that Forte would be taking over the cost of Full Spectrum's services. On April 18, Roman responded and informed Dallas that Full Spectrum should continue working on the project as the parties worked out the terms of the contract transition. Full Spectrum continued the work and provided weekly updates to Forte through the end of April. During this time no one from Forte told Full Spectrum to stop working on the software.

Forte understands this transition period differently. Forte asserts that it was reluctant from the beginning about the prospect of taking over the Full Spectrum contract. According to Toby Henderson, Forte communicated with Full Spectrum during the final two weeks of April merely to gain an understanding of the scope, cost, and value of the services Full Spectrum could offer. He asserts that Ed Roman did not have the authority to instruct Full Spectrum to continue working. Henderson believed that Full Spectrum continued to work on the software to demonstrate the current status of the software and convince Forte that it was capable of completing the project.

On May 2, representatives from Forte traveled to Massachusetts to meet with Full Spectrum. Full Spectrum characterizes the meeting as an effort to finalize details of the software development already in progress. Forte, conversely, describes the meeting as an opportunity for Full Spectrum to make a presentation on the current status of the software. At the conclusion of the meeting on May 3, Henderson signed a " Consulting Services Agreement" (" CSA" ) at the request of Full Spectrum.

The CSA states that " Full Spectrum shall perform the service for the project identified on the Work Order which is attached hereto," and provides that Full Spectrum must perform the project " in accordance with the description of such services in the attached Work Order." However, the parties did not complete a work order at that time. Instead, Full Spectrum sent a proposed work order to Forte a week later, along with updated cost estimates. The new figures estimated the completed software development project would cost Forte up to $671,780--nearly double the original estimate by Civco. Taken aback by the new figures, Forte did not complete the work order despite repeated requests from Dallas to let him know " where things stand." On May 14, fearing that his company was being taken advantage of, Dallas informed Forte that Full Spectrum would cease work on the software. The parties were unable to reach any subsequent agreement.

Full Spectrum billed Forte $133,053.75 for software development services performed between April 16, 2012 (the date that Civco terminated its involvement with the InView Project) and May 14, 2012 (the date that Full Spectrum ceased work on the ...


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