Judge Katherine Forrest
Defendant ABN AMRO Bank N.V., a banking institution, sold a significant group of assets to Bank of America Corporation (BAC). Part of that transaction involved the sale of an entity, which was the licensee of a mission critical financial services software application called "BankTrade." Among the agreements ABN and BAC negotiated was a routine transition services agreement, which allowed for the parties to insure that services that needed to be transferred over time could be done, without significant business disruption. However, there was no clear transfer of important contract rights pre-closing, including as to the BankTrade application. Plaintiff Complex Systems Inc. (CSI) later sued ABN for its unlicensed use of BankTrade. ABN’s entire defense depended upon the court determining that an assignment was in fact conveyed between the entity and ABN pre-closing. The court disagreed and granted CSI’s cross-motion for summary judgment, finding that no assignment occurred pre-closing.
