ST. LOUIS – On May 2, a contract agreement gone wrong ended with a plaintiff being denied its motion for summary judgment and a defendant prevailing in its same motion in the U.S. District Court for the Eastern District of Missouri in the Eastern Division.
The case was ruled on by U.S. District Judge Audrey G. Fleissig.
Blue Rooster LLC sued Perficient Inc. on Nov. 7, 2017. The two signed on to an asset purchase agreement (APA) in 2015 for Perficient to buy Blue Rooster’s software, Rise Foundation. Perficient said it would pay Blue Rooster royalties on revenue it received from Rise minus the costs during a three-year timeframe. Blue Rooster alleges that Perficient has not made any monthly payments.
In the first count, Blue Rooster accused Perficient of breaking the purchase agreement and implied good faith of dealing when it allegedly did not deliver on monthly payments and omitted income labeled as professional services from the calculation of the product license fees. In the second count, Blue Rooster alleged Perficient was unjustly enriched when employees were transferred to Blue Rooster.
While both sides filed for summary judgment, the court granted Perficient’s motion and denied Blue Rooster’s.
The court shut down Blue Rooster’s claim for breach of contract.
"The court agrees with Perficient that the term ‘product license fee’ is unambiguous and means the monthly subscription to fees that customers paid to access or use Rise," Fleissig wrote. "The professional services fees do not fall within this definition. As such, Perficient is entitled to summary judgment on the portion of count one relating to the exclusion of professional services fees from the calculation of the product license fees.”
Fleissig also sided with Proficient on Blue Rooster’s monthly payment argument, citing Blue Rooster could not present evidence of Perficient’s delay in producing payment statements, so its breach of contract allegation fell short.
In the unjust enrichment claim, Fleissig said, “Blue Roster has not presented any evidence as to the value of the alleged benefit conferred, namely, Blue Rooster’s ‘facilitation’ of the transfer of the non-Rise employees to Perficient. There is no evidence as to what, exactly, Blue Rooster did to ‘facilitate’ the transfer, the amount by which it enriched Perficient, or why Perficient’s retention of the employees – to whom Perficient pays a salary – is unjust.”
The court order concluded stating that all claims between the parties have been resolved.