Int'l Bus. Machs. Corp. v. Simon

OPINION AND ORDER  In this action brought pursuant to 28 U.S.C. §2201, New York company International Business Machines Corporation (“IBM”), seeks a declaratory judgment to the effect that (1) Canadian company MGV Computer Holdings, Inc. (“MGV”) and its attorney-in-fact, Canadian citizen and resident Robert Simon (together, “Defendants”), have released certain contract claims against IBM as part of an earlier 2007 settlement agreement and (2) IBM is entitled to recover attorney’s fees and costs in the instant suit. Defendants, in turn, have filed counterclaims seeking rescission of the 2007 agreement and judgment on their underlying contract claims. IBM now moves for judgment on the pleadings, both as to its own claims and as to Defendants’ counterclaims. (Dkt. No. 27.) For the following reasons, IBM’s motion is granted in part and denied in part. I. BackgroundA. Factual BackgroundThe question at the heart of this case is whether MGV, through its attorney-in-fact, Robert Simon, may bring certain breach-of-contract claims against IBM notwithstanding a settlement agreement that IBM, MGV, and Simon entered into in 2007 in order to resolve an earlier state-court litigation. The Court begins by describing the relevant terms of the underlying contract. The Court then explains the earlier state-court litigation and the ensuing settlement agreement before turning to the contract claims Defendants now wish to bring. In doing so, the Court draws its recitation of the undisputed facts from the operative pleadings — IBM’s amended complaint (Dkt. No. 7), Defendants’ answer and counterclaims (Dkt. No. 18 (“Ans.” and “CC”)), and IBM’s answer to the counterclaims (Dkt. No. 26) — and from those documents that are attached to or incorporated by reference into the pleadings. See Barnett v. Mount Vernon Police Dep’t, 523 F. App’x 811, 813 (2d Cir. 2013) (summary order).1. The Software AgreementOn August 17, 1995, IBM entered into a “Software Development Agreement” (the “Software Agreement”) with MGV. (Ans.

1, 10; Dkt. No. 29-1.) Under the agreement, MGV agreed to develop certain software — which would later become known as “ACE” software — for use in point-of-sale systems that IBM developed and licensed to retail establishments. (Ans.10; CC