United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
A. GUZMÁN, UNITED STATES DISTRICT JUDGE
reasons stated below, Defendants' motions for summary
judgment [279, 291, 299] are granted. All other pending
motions are stricken as moot. Within 7 days of the date of
entry of this order, Plaintiff shall submit a statement as to
whether any claims or defendants remain.
instant lawsuit stems, as so many do, from a business
relationship gone bad. Mission Measurement (“MM”)
is a consulting firm working in the philanthropic sector and
has described itself as a “global leader in measuring
social impact” by using “data to help clients
increase their impact and solve social problems more
efficiently.” (Pl.'s Ex. 12, Dkt. # 321-9, at 2.)
In 2012, Jason Saul, Chief Executive Officer of MM, began
talking to employees of MicroEdge about the two companies
working together to create a new software product for the
nonprofit sector that would assist philanthropic foundations
and grant recipients in tracking the value of their
investments in social endeavors. (Pl.'s Resp.
Blackbaud's Stmt. Facts, Dkt. # 320, at 1, ¶ 1.) MM
had a database of information it called the Outcomes Taxonomy
that could be used to measure social impact. (Id.
¶ 2.) MM and MicroEdge entered into a Letter of Intent
(“LOI”) in January 2013 regarding the joint
development of the aforementioned product, with the intention
to negotiate toward a final agreement by May 1, 2013.
provided in part, as follows:
1. Services: MicroEdge and [MM] agree that
the following services shall be performed by both parties.
The parties acknowledge that the precise amount of resource
input by each party for these services cannot be determined
exactly. The intent of the services is to create the proposed
outputs to determine the commercial viability of a product
concept combining MicroEdge and [MM] assets.
(a) Joint product development:
MicroEdge and [MM] will collaborate to create a product
consisting of software combining [MM]'s Outcomes Taxonomy
and MicroEdge accounting and grants management software (the
“Software”), consulting services to support use
of the software and ongoing software and taxonomy
maintenance. The output of this collaboration will be a
product concept or set of product concepts that reasonably
describe customer benefit, software functionality,
approximate price point(s) and user experience such that
reasonable market research can be conducted for purposes of
commercial concept evaluation (collectively, the
(b) Joint technology development[:]
To evaluate the feasibility of combining the Outcomes
Taxonomy and MicroEdge software, [MM] will provide a copy and
description of the OutcomesTaxonomy to MicroEdge; MicroEdge
will be subject to the Restrictions outlined in section 11
regarding this software.
(c) Joint sales pitch meetings:
MicroEdge and [MM] will create work product to facilitate
product concept pitches and sales pitches to the philanthropy
sector. The output of this collaboration will be to meet with
8-12 very large foundations on the product concept(s) for the
purposes of concept evaluation and potential early adopter
(d) Market research:
As part of this product concept creation and evaluation,
MicroEdge will engage a third-party researcher to contact
clients and conduct product concept evaluation for purposes
of commercial viability. This market research will be funded
solely by MicroEdge.
(LOI, Dkt. # 16, ¶ 1.)
additional agreement was signed after May 1, 2013. MicroEdge
subsequently marketed itself for sale, and Blackbaud bought
MicroEdge in October 2014 for $140 million. In 2016,
Blackbaud launched “Blackbaud Outcomes, ” which
the parties agree does not incorporate MM's Outcomes
Taxonomy. Additional facts are discussed as necessary in the
text of the order.
filed the instant lawsuit in June 2016 against Blackbaud,
MicroEdge, and Vista Equity Partners,  alleging various
claims, including breach of contract, tortious interference,
federal and state-law trade secret violations, and unjust
enrichment. The Defendants have filed separate summary
judgment motions, which are addressed in turn below.
judgment is proper where “the movant shows that there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). A genuine factual dispute exists when
there is enough evidence that a reasonable jury could find in
favor of the nonmoving party. Whiting v. Wexford Health
Sources, Inc., 839 F.3d 658, 661 (7th Cir. 2016). In
construing the evidence and facts supported by the record in
favor of the non-moving party, the Court gives the non-moving
party “the benefit of reasonable inferences from the
evidence, but not speculative inferences in [its]
favor.” White v. City of Chi., 829 F.3d 837,
841 (7th Cir. 2016) (internal citations omitted).
Vista Equity Partners Management
Management provided management services to MicroEdge pursuant
to a management agreement dated October 1, 2009, as amended
on December 27, 2012. Their relationship terminated upon the
close of the MicroEdge sale to Blackbaud on October 1, 2014.
Vista Management is affiliated with certain private equity
funds, including VFF I AIV I, L.P. and VFF I AIV I-A, L.P.
(the “Vista Funds”), which held a majority of
MicroEdge's stock prior to the sale of MicroEdge to
Blackbaud. MM alleges claims of tortious interference
with contract and prospective economic advantage and unjust
enrichment against Vista.
noted above, MM and MicroEdge discussed “integrating
[MM]'s Outcomes Taxonomy into MicroEdge's . . .
existing products.” (Pl.'s Resp. Vista's Stmt.
Facts, Dkt. # 320, at 54, ¶ 7.) MicroEdge and MM made a
joint presentation containing a sample of MM's Outcomes
Taxonomy at a MicroEdge user conference in October 2012.
(Id. ¶ 8.) MM and MicroEdge entered into the
LOI in January 2013. (Id. ¶ 9.) The LOI
provided that “[i]t is the intention of the parties
that they will negotiate in good faith and execute the final
Agreement by May 1, 2013. In the event that the parties are
unable to conclude a final Agreement by that date, this LOI
and the intentions set forth herein expire.”
(Id. ¶ 10.) The parties did not enter into any
other written agreement after the LOI. (Id. ¶
Illinois, tortious interference with a prospective business
relationship has four elements: “‘(1) [the
plaintiff's] reasonable expectation of entering into a
valid business relationship; (2) the defendant's
knowledge of the plaintiff's expectancy; (3) purposeful
interference by the defendant that prevents the
plaintiff's legitimate expectancy from ripening into a
valid business relationship; and (4) damages to the plaintiff
resulting from such interference.'” ATC
Healthcare Servs., Inc. v. RCM Techs., Inc., No. 15 C
8020, 2019 WL 3554009, at *3 (N.D. Ill. Aug. 5, 2019)
(citation omitted). Tortious interference with a contractual
relationship is similar and requires a plaintiff to
establish: “(1) the existence of a valid and
enforceable contract between it and another; (2) [the
defendant's] awareness of the contract; (3) [the
defendant's] intentional and unjustified ...