United States District Court, D. Massachusetts
MEMORANDUM & ORDER
Nathaniel M. Gorton, United States District Judge
case arises out of a contract dispute over two separate but
related agreements, each containing a different arbitration
provision, between plaintiff, Clicksoftware, Inc.
(“plaintiff” or “Clicksoftware”), and
defendant Honeywell International Inc.
(“defendant” or “Honeywell”).
before the Court is plaintiff's motion to compel
arbitration of disputes regarding the second agreement in
Massachusetts and defendant's motion to compel
arbitration of disputes regarding both agreements in New
York. Each party requests dismissal, or, alternatively, a
stay of litigation pending the outcome of arbitration. For
the reasons that follow, plaintiff's motion will be
allowed and defendant's motion will be denied.
about 2015, Honeywell and Clicksoftware discussed a joint
project whereby Clicksoftware would provide Honeywell with a
“Service Management System” for Honeywell's
Business Solutions Division. Honeywell wanted that system to
improve the efficiency of their technicians by, inter
alia, use of real-time status updates and easier access
to data on mobile devices. The information relied upon by the
technicians would be accessed from a
“cloud-based” service operated by Clicksoftware.
December, 2015, the project was memorialized in two separate
agreements: the Master Services Agreement (“the Master
Agreement”) and the Cloud Services Master Agreement
(“the Cloud Agreement”).
Master Agreement, which is dated December 20, 2015 and
printed on Honeywell letterhead, sets forth general terms and
conditions applicable to the project as a whole. The Master
Agreement does not incorporate or refer to the Cloud
respect to arbitration, the Master Agreement contains the
Dispute Resolution, Arbitration
Without limiting any of the parties rights to seek injunctive
relief in any court of competent jurisdiction, any
controversy or claim arising out of or relating to this
Agreement or the breach of this Agreement, or the respective
rights and responsibilities of the parties hereunder shall be
settled by binding arbitration . . . . The arbitration shall
be held and the award made in New York, New York.
Master Agreement also contains a choice of law provision
providing that the agreement is governed by New York law.
Cloud Agreement, which was signed on December 31, 2015 and
printed on Clicksoftware letterhead, sets forth terms and
conditions regarding the cloud-based system that
Clicksoftware agreed to maintain. The ...