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ClickSoftware, Inc. v. Honeywell International Inc.

United States District Court, D. Massachusetts

June 30, 2017

Clicksoftware, Inc., Plaintiff,
v.
Honeywell International Inc., Defendant.

          MEMORANDUM & ORDER

          Nathaniel M. Gorton, United States District Judge

         This 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”).

         Pending 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.

         I. Background

         A. Factual Background

         In or 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.

         In 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”).

         The 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 Agreement.

         With respect to arbitration, the Master Agreement contains the following provision:

         22. 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.

         The Master Agreement also contains a choice of law provision providing that the agreement is governed by New York law.

         The 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 ...


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