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System Development Integration, LLC v. Computer Sciences Corp.

September 13, 2010

SYSTEM DEVELOPMENT INTEGRATION, LLC, PLAINTIFF,
v.
COMPUTER SCIENCES CORPORATION, DEFENDANT.



The opinion of the court was delivered by: Amy J. St. Eve, District Court Judge

MEMORANDUM OPINION AND ORDER

Before the Court is Defendant Computer Sciences Corporation's ("CSC") Motion for Summary Judgment on Counts I through IV of Plaintiff System Development Integration, L.L.C.'s ("SDI") Complaint and Motion for Summary Judgment on Count V of SDI's Amended Complaint. For the following reasons, the Court grants both of CSC's motions for summary judgment.

BACKGROUND

I. Northern District of Illinois Local Rule 56.1

When determining summary judgment motions, the Court derives the background facts from the parties' Local Rule 56.1 statements. Specifically, Local Rule 56.1 assists the Court by "organizing the evidence, identifying undisputed facts, and demonstrating precisely how each side propose[s] to prove a disputed fact with admissible evidence." Bordelon v. Chicago Sch. Reform Bd. of Trs., 233 F.3d 524, 527 (7th Cir. 2000). Local Rule 56.1(a)(3) requires the moving party to provide "a statement of material facts as to which the moving party contends there is no genuine issue." Cracco v. Vitran Exp., Inc., 559 F.3d 625, 632 (7th Cir. 2009). "The opposing party is required to file 'a response to each numbered paragraph in the moving party's statement, including, in the case of any disagreement, specific references to the affidavits, parts of the record, and other supporting materials relied upon.'" Id. (citing N.D. Ill. R. 56.1(b)(3)(B)). In addition, Local Rule 56.1(b)(3)(C) requires the nonmoving party to present a separate statement of additional facts that require the denial of summary judgment. See Ciomber v. Cooperative Plus, Inc., 527 F.3d 635, 643-44 (7th Cir. 2008). Pursuant to the Local Rules, the Court will not consider any additional facts proposed in the nonmoving party's Local Rule 56.1(b)(3)(B) Response, but instead must rely on the non-movant's Local Rule 56.1(b)(3)(C) Statement of Additional Facts when making factual determinations. See id. at 643; Cichon v. Exelon Generation Co., L.L.C., 401 F.3d 803, 809 (7th Cir. 2005) ("Local Rule 56.1 requires specifically that a litigant seeking to oppose a motion for summary judgment file a response that contains a separate 'statement . of any additional facts that require the denial of summary judgment.'") (emphasis in original).

Moreover, the purpose of Rule 56.1 statements is to identify the relevant evidence supporting the material facts, not to make factual or legal arguments, see Cady v. Sheahan, 467 F.3d 1057, 1060 (7th Cir. 2006), and thus the Court will not address the parties' arguments made in their Rule 56.1 statements and responses. Also, the requirements for responses under Local Rule 56.1 are "not satisfied by evasive denials that do not fairly meet the substance of the material facts asserted." Bordelon, 233 F.3d at 528. Further, the Court may disregard statements and responses that do not properly cite to the record. See Cichon, 401 F.3d at 809-10. Finally, "hearsay is inadmissible in summary judgment proceedings to the same extent that it is inadmissible in a trial." Eisenstadt v. Centel Corp., 113 F.3d 738, 742 (7th Cir. 1997). With these standards in mind, the Court turns to the relevant facts of the case.*fn1

II. Objections to Gupta Declaration

With respect to both motions for summary judgment, CSC has also filed its Objections to the Declaration of David Gupta, President of SDI. CSC argues that the declarations submitted by Gupta in support of SDI's opposition to the motions for summary judgment are self-serving and conclusory and that they improperly cite to deposition testimony and documentary evidence. In addition, CSC levels tailored objections to the majority of assertions contained in the Gupta affidavits arguing that the assertions are based on hearsay, misstate the facts of the case, contradict the declarant's deposition testimony, and state legal conclusions. SDI requests the Court to therefore disregard these specifically identified portions of the Gupta declarations.

Rule 56(e)(1) of the Federal Rules of Civil Procedure sets forth requirements for affidavits submitted at the summary judgment stage:

A supporting or opposing affidavit must be made on personal knowledge, set out facts that would be admissible in evidence, and show that the affiant is competent to testify on the matters stated. If a paper or part of a paper is referred to in an affidavit, a sworn or certified copy must be attached to or served with the affidavit. The court may permit an affidavit to be supplemented or opposed by depositions, answers to interrogatories, or additional affidavits.

Fed.R.Civ.P. 56(e)(1). "While personal knowledge may include inferences and opinions, those inferences must be substantiated by specific facts." Vakharia v. Little Co. of Mary Hosp. & Health Care Ctrs., 62 Fed. Appx. 122, 125 (7th Cir. 2003); Drake v. 3M, 134 F.3d 878, 887 (7th Cir. 1998) ("Rule 56 demands something more specific than the bald assertion of the general truth of a particular matter, rather it requires affidavits that cite specific concrete facts establishing the existence of the truth of the matter asserted.")

The Court has reviewed Gupta's affidavits. Gupta's affidavits are rife with unsupported claims and assertions and, in many instances, the declarations provide no context to demonstrate that Gupta has personal knowledge of the facts to which he avers. Gupta, for example, asserts in his declaration that he has reviewed "portions" of the Exelon RFP and attaches portions of the Exelon RFP to his declaration. (R. 87, Ex. 1, ¶¶ 3-4.) Gupta, however, makes conclusory assertions regarding provisions of the RFP that are not included in the exhibit to his affidavit without averring that he has reviewed those portions of the document. It is thus unclear whether Gupta has any basis for these unsubstantiated claims. In addition, Gupta makes many assertions regarding representations by CSC employees, and others, that are unsupported by evidence. Statements in affidavits premised on hearsay and not personal knowledge cannot be used to defeat a motion for summary judgment. Martin v. Shawano-Gresham Sch. Dist., 295 F.3d 701, 713 (7th Cir. 2002). In addition, in his affidavits, Gupta improperly asserts many legal conclusions, including legal conclusions that go to the heart of SDI's claims. This is also improper. See Fed. R. Civ. P. 56(e).

For all of these reasons, in instances in which Gupta's affidavits do not comply with Rule 56(e)(1) or Seventh Circuit law, the Court will not deem the relevant fact admitted. Given the breadth of the improper assertions contained in his affidavits, the Court will not belabor a paragraph by paragraph analysis of the declarations. The assertions disregarded by the Court, however, include: (i) descriptions of the RFP not supported by the documentary evidence, (ii) the conclusory assertion that "at all times SDI was and is a qualified and certified minority owned business," (iii) the statement that, in December 2007, "SDI and CSC reached an agreement that involved an exclusive partnership," (iv) assertions regarding the specific terms of the partnership agreement, (v) representations of unidentified CSC employees and representations regarding unspecified oral agreements (no dates, no parties, no terms), (vi) factual assertions lacking foundation, (vii) the conclusory assertion that documentary evidence "confirms" the terms of the partnership between SDI and CSC, (viii) representations of CSC to third parties, (ix) assertions regarding the meaning of documents prepared by CSC, and (x) conclusory assertions regarding contract terms and the legal effect of documents unsupported by the documentary evidence.

Finally, the Court notes that while the deficiencies in Gupta's affidavits require admission of many of the facts proffered by CSC, "the court did not turn a blind eye to the facts elsewhere available, though it is permitted to do so by non-compliance with the local rule." Little v. Cox's Supermarkets, 71 F.3d 637, 641 (7th Cir. 1995). Though while the Court need "not scour the record . . . to make [SDI's] arguments," Jackson v. Xerox Corp., 349 F. Supp. 2d 1119, 1123 (N.D. Ill. 2004), SDI has cured some of the deficiencies in Gupta's affidavits by presenting evidence in its statement of additional facts which is supported by proper evidentiary citations.*fn2

For the foregoing reasons, the Court sustains CSC's objections to the Gupta declarations and will not consider the objectionable portions of the declarations for purposes of resolving the motions for summary judgment. With these considerations in mind, the Court turns to the relevant facts.

III. Relevant Facts

A. Background

SDI is a Delaware limited liability company with its principal place of business in Chicago, Illinois. (R. 62-1, Def.'s L.R. 56.1 Statement of Facts, ¶ 2.) CSC is a Nevada corporation with its principal place of business in Falls Church, Virginia. Id.

B. The Exelon Request for Proposal

In November 2007, Exelon Business Services Company, LLC ("Exelon"), a Chicago-based energy company, issued a Request for Proposal for the Exelon IT Infrastructure and Managed Voice Services and Outsourcing Agreement ("RFP"). (R. 62-1, ¶ 7; R. 86-1, ¶ 1.) The RFP involved an opportunity to provide information technology ("IT") consulting services to Exelon. (R. 86-1, ¶ 1.) According to an Exelon representative, one of the specific instructions in the RFP was that, at a minimum, Exelon would award at least 15% of the contract to a minority or women-owned business enterprise ("MWBE") either directly or through a subcontractor. (R. 87, Ex. 5, 22:2-7.) A discussion draft of the RFP also indicated that Exelon intended to award 10-15% of the "scope of services" to a MWBE. (R. 95, Tab 29, EX 127.) The RFP contained a Pennsylvania choice-of-law provision. (R. 86-1, ¶ 4.) Exelon sent the RFP to five bidders, including CSC. (R. 62-1, ¶ 7.)

C. CSC and SDI Subcontract Negotiations

While it is unclear whether SDI or CSC first approached the other party regarding the Exelon RFP, on December 13, 2006, CSC informed SDI that it wanted to partner with SDI for its proposal to Exelon. (R. 87, Ex. 9.) At the time Exelon issued the RFP, SDI represented that it was a MWBE and that it had a significant business relationship with Exelon. (R. 64-1, ¶ 11.) As of the date of his deposition, Gupta testified that SDI was not a minority certified firm. (R. 69, Tab 3, 20:1-21:13.)

During negotiations between the parties, CSC recommended SDI as a minority business subcontractor to Exelon to meet the RFP obligation of providing 15% of the total contract value to minority business providers. (R. 87, Ex. 2, 250:15-21.) Joan Burns, Business Development Executive at CSC, testified that SDI and CSC agreed to partner together to obtain the Exelon business in the Fall of 2007. (R. 87, Ex. 8, 51:24-53:3.) Burns also stated that "CSC and SDI agreed that SDI would be the exclusive minority business partner with respect to the Exelon business and that SDI would perform desktop services in connection with the Exelon project." Id. She also noted that "CSC agreed that SDI would be paid for its work on the Exelon project as a percentage of the total contract value" and that the Exelon Contract required CSC to provide 15% of the total contract value to a minority-owned business enterprise. Id.

Gupta testified that, in December 2007, SDI and CSC began negotiating the financials of the agreement and that SDI agreed to exclusively partner with CSC in exchange for CSC giving SDI 15% of the total contract value associated with the desktop and desk side services under the Exelon RFP.*fn3 (R. 69, Tab 3, 103:10-24.) Indeed, in response to a December 5, 2007 email in which SDI stated that "[w]e have a decision to make which would impact another NDA," CSC stated to SDI: "We want to partner with SDI. Nancy Stewart WILL be sending you the NDA today for sure! We look forward to working with you." (R. 87, Ex. 7; R. 100, ¶ 3.) Similarly, in a December 13, 2007 email to SDI, CSC wrote that it "decided to partner exclusively with SDI for our proposal to Exelon. We have signed off on the other part. I have asked Nancy Stewart to get the teaming agreement to you asap . . . . Please communicate our thanks to everyone on your team for yesterday and our excitement about the partnership." (R. 69, Tab 19; R. 87, Ex. 9.) The December 13, 2007 email contains a disclaimer that: "Regardless of content, the e-mail shall not operate to bind CSC to any order or other contract unless pursuant to explicit written agreement or government initiative expressly permitting the use of e-mail for such purpose." Id. In addition, the email does not detail any rights, obligations or financial responsibilities of the parties. Id.

After these initial discussions between CSC and SDI, on January 4, 2008, CSC submitted a response to the RFP to Exelon. (R. 69, Tab 1, 95:14-21.)*fn4 In the response, CSC stated to Exelon that: "We are pleased to include SDI as our preferred MWBE partner." (R. 87, Ex. 11, SDI080904.) CSC's response also stated that CSC agreed to the Pennsylvania choice-of-law provision contained in the Exelon RFP.*fn5 (Id. at SDI081115.) SDI did not participate in providing information to Exelon regarding pricing for the help desk services requested in the Exelon RFP. (R. 69, Tab 7, 52:5-11.)

On or about February 13, 2008, CSC made an oral presentation to Exelon about its response to the RFP. Gupta also attended that oral presentation. (R. 69, Tab 3, 55:1-56:21.)*fn6

During the presentation, CSC conveyed to Exelon that it had a "single MWBE partnering relationship with SDI." (R. 87, Ex. 12, SDI001472.) CSC also conveyed that one of its competitive advantages was that SDI's resources would provide field support to satisfy the MWBE requirements and that SDI was its desktop services partner.*fn7 (Id. at SDI001476, SDI001509.) Exelon did not interview any personnel at SDI, and SDI did not make any presentation to Exelon after the February 13, 2008 presentation and before the contract award. Id.

Also in February 2008, Exelon expressed concern to CSC about CSC's selection of SDI based on the "newness of the relationship." Exelon asked CSC to explain the steps it would take to ensure that CSC could fully integrate SDI into its service delivery model for Exelon. In response, CSC stated that:

CSC has asked our subcontractors to be "true" partners and have the willingness and commitment not only to share in the rewards, but assume the risks that may be associated with this type of project. SDI has the financial capacity to carry these risks. Additionally, SDI has the ability to provide these services across all Exelon locations. They would be the SPOC [single point of contact] for CSC and we would not be required to contract with multiple MWBE players. This allows for strong business continuity between our organizations. SDI has agreed to flow-downs from the contract between Exelon and CSC.

(R. 87, Ex. 13, EX00000012.)

Throughout April 2008, CSC and SDI continued to communicate regarding the Exelon business. CSC repeatedly stressed the importance of the CSC-SDI relationship to Exelon and requested SDI to assist CSC in garnering the Exelon business. In an April 3, 2008 email from Burns to Gupta, for example, Burns wrote that it was important for SDI to communicate the strength of CSC's solution as well as SDI's collaborative involvement to Exelon. (R. 87, Ex. 18.) In an April 4, 2008 email from Burns to SDI, during an email chain in which the parties negotiated contract terms, Burns stated that "CSC has agreed to 15%." (R. 87, Ex. 14.) In an April 18, 2008 email to Gupta, Burns requested that Gupta, on behalf of SDI, specifically ask for the Exelon business when communicating with Exelon. (R. 87, Ex. 15.) Thereafter, on April 16, 2008, Gupta spoke with John Rowe, an Exelon executive. After this discussion, Gupta conveyed to Burns that he informed Rowe of the benefits of the CSC/SDI collaboration. (R. 87, Ex. 15.)

On June 1, 2008, Exelon and CSC signed a contract entitled Outsourced Services Agreement with respect to the Exelon IT business effective June 1, 2008 (the "Exelon Contract"). (R. 69, Tab 1, 30:3-7, Pls.' Ex. 77; R. 86-1, ¶ 18.) CSC admits that CSC and SDI obtained the Exelon business together. (R. 86-1, ¶ 17.) In a June 4, 2008 email from CSC to SDI, CSC thanked SDI for its assistance during the "Exelon pursuit" and stated "[w]ith CSC and SDI partnered, we conveyed a message and a ...


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