Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 1 of 20 John A. Anderson (#4464) jaanderson@stoel.com Timothy K. Conde (#10118) tkconde@stoel.com STOEL RIVES LLP 201 South Main Street, Suite 1100 Salt Lake City, UT 84111-4904 Telephone: (801) 328-3131 Facsimile: (801) 578-6999 John DeQuedville Briggs (admitted pro hac vice) jbriggs@axinn.com Rachel J. Adcox (admitted pro hac vice) radcox@axinn.com AXINN VELTROP & HARKRIDER LLP 950 F Street NW Washington, DC 20004 Telephone: (202) 912-4700 Facsimile: (202) 912-4701 Attorneys for Defendant Yardi Systems, Inc. IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION PROPERTY SOLUTIONS INTERNATIONAL, INC., a Delaware corporation, vs. Plaintiff, YARDI SYSTEMS, INC., a California corporation, ANSWER TO COMPLAINT Jury Trial Demanded Civil Action No. 2:15-cv-00102-DBP Magistrate Judge Dustin B. Pead Defendant.
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 2 of 20 Defendant Yardi Systems, Inc. ( Yardi ) hereby answers the Complaint (the Complaint ) filed by plaintiff Property Solutions International, Inc. ( Property Solutions or Plaintiff ) as follows: I. THE PARTIES 1. Yardi admits the allegations in Paragraph 1. 2. Yardi admits the allegations in Paragraph 2. II. JURISDICTION AND VENUE 3. Paragraph 3 consists of legal conclusions to which no response is required. To the extent a response is required, Yardi admits that Plaintiff purports to bring claims under the Lanham Act, 15 U.S.C. 1051 et seq., and the Sherman Act, 15 U.S.C. 1 et seq., but denies that Plaintiff is entitled to any relief. Yardi admits that the Court has jurisdiction pursuant to 28 U.S.C. 1331. Yardi admits that Plaintiff purports to bring claims under Section 16 of the Clayton Act, 15 U.S.C. 15 and 26, but denies that Plaintiff is entitled to any relief. Yardi admits that the Court has supplemental jurisdiction over any Utah state-law claims for relief enumerated in this Complaint, pursuant to 28 U.S.C. 1367. Yardi admits that the Court has jurisdiction over the subject matter of each of the claims for relief asserted by Plaintiff pursuant to 28 U.S.C. 1332. Yardi admits that there is complete diversity of citizenship. Yardi admits that Plaintiff purports to claim that the amount placed in controversy by each of Plaintiff s first through eighth claims for relief exceeds $75,000, exclusive of interest, costs, and attorneys fees. Yardi admits that Plaintiff purports to claim that the value of the non-monetary relief sought by Plaintiff s claims for relief exceeds $75,000, exclusive of interest, costs, and attorneys fees. 4. Paragraph 4 consists of legal conclusions to which no response is required. To the extent a response is required, Yardi admits that this Court may exercise personal jurisdiction
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 3 of 20 over Yardi, for purposes of this action only. Yardi denies the remaining allegations in Paragraph 4. 5. Paragraph 5 consists of legal conclusions to which no response is required. To the extent a response is required, Yardi admits that venue within the State of Utah and in this judicial district is proper, for purposes of this action only. Yardi denies the remaining allegations in Paragraph 5. III. FACTUAL BACKGROUND 6. Yardi states that it is a provider of a wide variety of high-performance software solutions and ancillary products and services for the real estate industry. Yardi denies as incomplete the allegations in Paragraph 6 purporting to describe the nature of propertymanagement software. Yardi denies any remaining allegations in Paragraph 6. 7. Yardi denies the allegations in Paragraph 7. A. Property Solutions and Its Products 8. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 8, and, on that basis, denies them. Property Solutions Entrata Products 9. Yardi denies that Plaintiff was the first comprehensive property management software provider to offer a single-login, open-access, Platform as a Service (or Software as a Service) system. Yardi lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 9, and, on that basis, denies them. 10. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 10, and, on that basis, denies them. 11. Yardi lacks knowledge or information sufficient to form a belief about the truth of 2
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 4 of 20 the allegations in Paragraph 11, and, on that basis, denies them. 12. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 12, and, on that basis, denies them. 13. Yardi denies that Entrata was marketed in 2003. Yardi lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 13, and, on that basis, denies them. Property Solutions Point Solution Products 14. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 14, and, on that basis, denies them. 15. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 15, and, on that basis, denies them. 16. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 16, and, on that basis, denies them. B. Yardi and Its Products 17. Yardi denies the allegations in Paragraph 17. 18. Yardi denies the allegations in Paragraph 18. 19. Yardi denies the allegations in Paragraph 19. Yardi s Voyager Market Dominance 20. Yardi denies the allegations in Paragraph 20. 21. Yardi admits that historically it allowed several different hosting options for its software and databases. Yardi denies any remaining allegations in Paragraph 21. C. Property Solutions and Yardi s Initial Friendly Collaborations 22. Yardi denies the allegations in Paragraph 22. 3
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 5 of 20 23. Yardi denies the allegations in Paragraph 23. 24. Yardi admits that it markets and sells portal products in competition with many other companies, including Plaintiff. Yardi admits that Plaintiff contacted Yardi, proposing that Plaintiff become one of Yardi s third-party interfacing partners. Yardi further admits that in early 2006, Plaintiff sent an email with contact information, corporate information, and two proposals, which Plaintiff purports to summarize. Yardi refers to that email and the proposals for their contents and denies any additional characterizations thereof. Yardi denies that it assisted Plaintiff in developing Plaintiff s products. Yardi lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 24, and, on that basis, denies them. 25. Yardi admits that it encouraged third-party providers to communicate with Yardi s database through a Yardi-designed standard interface and that Property Solutions instead designed its own custom interface. Yardi either denies or lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 25, and, on that basis, denies them. 26. Yardi denies the allegations in Paragraph 26. 27. Yardi denies the allegations in Paragraph 27. 28. Yardi admits that Plaintiff sent a copy of the source code used in a Property Solutions interface utility to Yardi. Yardi admits that it reviewed the source code to detect any security or compatibility concerns. Yardi denies the remaining allegations in Paragraph 28. 29. Yardi denies the allegations in Paragraph 29. 30. Yardi admits that it charged some customers to host third-party custom interfaces on Yardi s servers. Yardi denies the remaining allegations in Paragraph 30. 4
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 6 of 20 31. Yardi lacks knowledge or information sufficient to form a belief about the truth of whether Plaintiff referred customers to Yardi and recommended that they use Yardi s propertymanagement software, and, on that basis, denies that allegation. Yardi denies the remaining allegations in Paragraph 31. 32. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 32, and, on that basis, denies them. 33. Yardi admits that, in December 2008, it wrote to third-party providers, informing them that they needed to be SAS70 compliant to continue interfacing with Yardi products. Yardi further admits that SAS70 (now known as SSAE 16) is an auditing standard used to verify that service providers have adequate controls and safeguards in place when they host or process data belonging to their customers and that Yardi communicated this information to clients when needed. Yardi admits that Property Solutions executed a letter agreement dated January 8, 2009, which Plaintiff purports to summarize. To the extent the allegations in Paragraph 33 are inconsistent with the fully executed letter agreement, Yardi denies them. Yardi denies the remaining allegations contained in Paragraph 33. D. Yardi s Unlawful Efforts to Stifle Competition 34. Yardi denies the allegations in Paragraph 34. False Messages to Customers and Yardi s Suit Against Another Software Company 35. Yardi denies the allegations in Paragraph 35. 36. Yardi admits that, on January 24, 2011 after successfully avoiding litigation for the first 29 years of its history and making every attempt to do so in this instance Yardi filed a lawsuit against another provider of property management software and associated plug-ins, in which Yardi asserted a claim for copyright infringement, among other claims. Yardi also admits 5
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 7 of 20 that, after the lawsuit was filed, Yardi held a conference call with third-party providers, including Property Solutions. Yardi denies the remaining allegations in Paragraph 36. 37. Yardi lacks knowledge or information sufficient to form a belief about the truth of whether Property Solutions announced its launch of Entrata Core in the summer of 2012, and, on that basis, denies that allegation. Yardi denies the remaining allegations in Paragraph 37. 38. Yardi admits that it has entered into agreements with customers, which Plaintiff purports to summarize. Yardi refers to those agreements for their terms and denies any characterization thereof. Yardi denies the remaining allegations in Paragraph 38. 39. Yardi denies the allegations in Paragraph 39. 40. Yardi admits that, in 2012, Yardi began communicating that it would start charging vendors including Property Solutions $25,000 to use each of seven Yardi standard interfaces. Yardi denies any remaining allegations in Paragraph 40. 41. Yardi admits that it has attempted in good faith to come to terms with Plaintiff on a Data Exchange Agreement. Yardi further admits that Plaintiff provided Yardi with a document purporting to be a gap analysis, which Plaintiff purports to summarize. To the extent the allegations are inconsistent with the text of that document, Yardi denies them. Yardi denies the remaining allegations in Paragraph 41. Yardi s Lawsuit against Property Solutions 42. Yardi admits that, on October 21, 2013, Yardi commenced a lawsuit against Property Solutions in the United States District Court for the Central District of California, which asserts, among other claims, copyright infringement and trade secret misappropriation. Yardi admits that it maintains a website at http://www.yardi.com/news/yardi-lawsuit-againstproperty-solutions-international/ that contains information related to Yardi s lawsuit in the 6
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 8 of 20 Central District of California. Yardi denies the remaining allegations in Paragraph 42. 43. Yardi admits that it notified existing and potential customers that Yardi would continue to support mutual customers. Yardi denies the remaining allegations in Paragraph 43. 44. Yardi denies the allegations in Paragraph 44. 45. Yardi denies the allegations in Paragraph 45. Yardi s Further False Assertions and Acts Aimed at Injuring Property Solutions 46. Yardi denies that it rendered Plaintiff s custom interface utility inaccessible. Yardi admits that it quarantined a diagnostics.asmx file due to a security vulnerability. Yardi lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 46, and, on that basis, denies them. 47. Yardi admits that Plaintiff purports to be informed of and to believe the allegations in Paragraph 47, but Yardi denies the allegations in Paragraph 47. 48. Yardi denies the allegations in Paragraph 48. 49. Yardi admits that it quarantined a diagnostics.asmx file due to a security vulnerability on January 14, 2015 and then notified Plaintiff and mutual customers of that security step. 50. Yardi admits that it sent emails to Plaintiff and mutual customers on January 14, 2015, which Plaintiff purports to summarize. Yardi refers to those emails for their contents and denies any characterizations thereof. Yardi denies any remaining allegations in Paragraph 50. 51. Yardi admits that Yardi s Vice President and General Counsel, Arnold Brier, sent an email on January 14, 2015, which Plaintiff purports to quote. Plaintiff refers to that email for its contents and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 51. 7
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 9 of 20 52. Yardi admits that Arnold Brier sent an email to Property Solutions Chief Legal Counsel, Jared Hunsaker, on January 14, 2015, which Plaintiff purports to characterize and quote. Yardi refers to that email for its contents and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 52. 53. Yardi denies the first and last sentences of Paragraph 53. Yardi lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 53, and, on that basis, denies them. 54. Yardi lacks knowledge or information sufficient to form a belief about the truth of the allegations in Paragraph 54, and, on that basis, denies them. 55. Yardi denies the first sentence of Paragraph 55. Yardi admits that Plaintiff purports to characterize a communication from a customer. Yardi refers to that communication for its contents and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 55. 56. Yardi admits that Jared Hunsaker sent a letter to Arnold Brier on January 15, 2015, which Plaintiff purports to quote and characterize. Yardi refers to that letter for its contents and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 56. Yardi s Acts of Coercion against Property Solutions 57. Yardi denies that its actions have been improper. Yardi lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations in Paragraph 57, and, on that basis, denies them. 58. Yardi denies the allegations in Paragraph 58. 59. Yardi lacks knowledge or information sufficient to form a belief about the truth of 8
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 10 of 20 the allegations in Paragraph 59, and, on that basis, denies them. 60. Yardi denies the first sentence of Paragraph 60. Yardi admits that its CEO, Anant Yardi sent an email to Plaintiff s CEO, Dave Bateman, on January 15, 2015, which Plaintiff purports to summarize. Yardi refers to that email for its contents and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 60. 61. Yardi denies the allegations in Paragraph 61. 62. Yardi denies the allegations in Paragraph 62. E. Pertinent Markets and Yardi s Market Power 63. Yardi denies the allegations in Paragraph 63. 64. Yardi denies the allegations in Paragraph 64. 65. Yardi denies the allegations in Paragraph 65. 66. Yardi denies the allegations in Paragraph 66. 67. Yardi admits that Yardi, Property Solutions and other companies offer competing portal software products that interface with other property-management software, such as Voyager. Yardi admits that it is therefore not a dominant provider of portal products. Yardi denies the remaining allegations in Paragraph 67. IV. CLAIMS FOR RELIEF FIRST CLAIM (Injurious Falsehood) 1 68. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 69. Yardi denies the allegations in Paragraph 69. 70. Yardi denies the allegations in Paragraph 70. 1 Yardi notes that Plaintiff has failed to identify the legal source of this claim; e.g., a statute or the common law of a particular state. 9
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 11 of 20 71. Yardi denies the allegations in Paragraph 71. 72. Yardi denies the allegations in Paragraph 72. 73. Yardi denies the allegations in Paragraph 73. 74. Yardi denies the allegations in Paragraph 74. SECOND CLAIM (False Advertising) 75. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 76. Yardi denies the allegations in Paragraph 76. 77. Yardi denies the allegations in Paragraph 77. 78. Paragraph 78 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 78. 79. Yardi denies the allegations in Paragraph 79. 80. Yardi denies the allegations in Paragraph 80. 81. Paragraph 81 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 81. THIRD CLAIM (Utah Deceptive Trade Practices) 82. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 83. Paragraph 83 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 83. 84. Paragraph 84 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 84. 85. Yardi admits that Plaintiff sent Yardi a letter on January 15, 2015, which Plaintiff 10
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 12 of 20 purports to characterize. Yardi refers to that letter for its contents and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 85. 86. Yardi denies the allegations in Paragraph 86, and Yardi denies that any such correction notice was necessary or required. 87. Paragraph 87 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 87. FOURTH CLAIM (Tortious Interference) 2 88. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 89. Yardi denies the allegations in Paragraph 89. 90. Yardi denies the allegations in Paragraph 90. 91. Yardi denies the allegations in Paragraph 91. 92. Yardi denies the allegations in Paragraph 92. 93. Yardi denies the allegations in Paragraph 93. FIFTH CLAIM (Monopolization and Attempted Monopolization of the Accounting Product Market) 94. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 95. Yardi denies the allegations in Paragraph 95. 96. Yardi denies the allegations in Paragraph 96. 97. Yardi denies the allegations in Paragraph 97. 98. Yardi denies the allegations in Paragraph 98. 2 Yardi notes that Plaintiff has failed to identify the legal source of this claim; e.g., a statute or the common law of a particular state. 11
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 13 of 20 99. Paragraph 99 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 99. 100. Paragraph 100 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 100. SIXTH CLAIM (Monopoly Leveraging and Attempted Monopolization of the Integration Product Market) 101. Yardi denies the allegations in Paragraph 101. 102. Yardi denies the allegations in Paragraph 102. 103. Yardi denies the allegations in Paragraph 103. 104. Yardi denies the allegations in Paragraph 104. 105. Paragraph 105 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 105. 106. Paragraph 106 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 106. SEVENTH CLAIM (Unlawful Tying) 107. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 108. Yardi denies the allegations in Paragraph 108. 109. Yardi denies the allegations in Paragraph 109. 110. Yardi denies the allegations in Paragraph 110. 111. Yardi denies the allegations in Paragraph 111. 112. Yardi denies the allegations in Paragraph 112. 113. Yardi denies the allegations in Paragraph 113. 12
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 14 of 20 114. Paragraph 114 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 114. 115. Paragraph 115 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 115. 116. Yardi denies the allegations in Paragraph 116. 117. Yardi denies the allegations in Paragraph 117. 118. Paragraph 118 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 118. EIGHTH CLAIM (Breach of Contract Third Party Beneficiary) 119. Yardi incorporates by reference each of its responses to the foregoing Paragraphs as if fully restated herein. 120. Yardi admits that it has entered into agreements with customers, which Plaintiff purports to summarize. Yardi refers to those agreements for their terms, and denies any characterization thereof. Yardi denies any remaining allegations in Paragraph 120. 121. Paragraph 121 consists of legal conclusions to which no response is required. To the extent a response is deemed required, Yardi denies the allegations in Paragraph 121. 122. Yardi denies the allegations in Paragraph 122. 123. Yardi denies the allegations in Paragraph 123. 124. Yardi denies the allegations in Paragraph 124. 125. Yardi denies the allegations in Paragraph 125. 13
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 15 of 20 V. PRAYER FOR RELIEF Plaintiff s prayer for relief contains no factual allegations and therefore requires no response. To the extent a response is deemed required, Yardi denies that Plaintiff is entitled to any relief. VI. AFFIRMATIVE DEFENSES Without conceding that it has the burden of proof on any issue, Yardi asserts the following defenses and reserves the right to amend this Answer, as necessary, to assert additional defenses that become apparent during the course of investigation and discovery. First Affirmative Defense (Failure to State a Claim) Plaintiff has failed to adequately state a claim on which relief can be granted. Second Affirmative Defense (Statute of Limitations) Plaintiff s claims are barred by applicable statutes of limitations. Third Affirmative Defense (Laches) Plaintiff s claims are barred because of its unreasonable delay in bringing this action. Fourth Affirmative Defense (Waiver) Plaintiff s claims are barred because its conduct, including its ongoing business activities with Yardi and its work with Yardi to close security vulnerabilities, has been inconsistent with its assertion of the claims in the Complaint. 14
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 16 of 20 Fifth Affirmative Defense (Estoppel) Plaintiff s claims are barred because Yardi has relied on statements and conduct by the Plaintiff that are inconsistent with the relief Plaintiff seeks in the Complaint, including Plaintiff s acquiescence in Yardi s conduct. Sixth Affirmative Defense (Ratification) Plaintiff s claims are barred because Plaintiff has ratified Yardi s conduct, including through Plaintiff s ongoing business dealings with Yardi and work with Yardi to close security vulnerabilities. the parties. Seventh Affirmative Defense (Collateral Estoppel) Plaintiff is estopped from relitigating issues already decided in prior litigation between Eighth Affirmative Defense (Absolute Privilege) Plaintiff s claims are barred because they are based on Yardi s statements and conduct in connection with judicial proceedings. Ninth Affirmative Defense (Qualified Privilege) Plaintiff s claims are barred because they are based on Yardi s good-faith, fair comments made to parties in a relationship with Yardi and with an interest in the subject matter of the communications. 15
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 17 of 20 statements. Tenth Affirmative Defense (Truth) Plaintiff s claims are barred because they are based on substantially or completely true Eleventh Affirmative Defense (Opinion) Plaintiff s claims are barred because they are based on non-actionable, privileged statements of opinion. Twelfth Affirmative Defense (Absence of Malice) Plaintiff s claims are barred because Yardi has always acted in good faith. Thirteenth Affirmative Defense (Justification) Plaintiff s claims are barred because Yardi s conduct was justified by Yardi s need to protect its security and other interests as well as those of its customers. Amendment. Fourteenth Affirmative Defense (First Amendment) Plaintiff s claims are barred because they are based on statements protected by the First Fifteenth Affirmative Defense (Mitigating Circumstances) Although Plaintiff is not entitled to any relief, all of Yardi s statements and conduct that may be the subject of the Complaint were made in good faith and with the honest belief in their truth, warranting a reduction of any damages that may be awarded to Plaintiff. 16
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 18 of 20 Sixteenth Affirmative Defense (Failure to Identify Special Damages) Plaintiff s claims are barred because Plaintiff has failed to identify any specific injury attributable to Yardi s conduct. Seventeenth Affirmative Defense (Fair Competition) Plaintiff's claims are barred because they are based on legal and proper conduct in furtherance of Yardi s economic interests. Eighteenth Affirmative Defense (Noerr-Pennington Doctrine) Plaintiff s claims are barred because they are based on Yardi s legitimate efforts to enforce its interests and the law through the courts. Nineteenth Affirmative Defense (Procompetitive Conduct) Plaintiff s claims are barred because they are based on procompetitive conduct. Twentieth Affirmative Defense (Defenses to Underlying Contracts) Although Plaintiff has not identified the contracts under which it claims rights as a thirdparty beneficiary, Yardi will assert against Plaintiff all available defenses to any alleged breach of any contract that Plaintiff ultimately identifies. Twenty-First Affirmative Defense (Unclean Hands) Plaintiff s claims are barred by unclean hands because Plaintiff has engaged in the same conduct it accuses Yardi of engaging in. 17
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 19 of 20 Twenty-Second Affirmative Defense (Failure to Mitigate) Plaintiff is not entitled to damages arising from its failure to mitigate its alleged injury. Twenty-Third Affirmative Defense (Setoff) Although Plaintiff is not entitled to any relief, any damages awarded to Plaintiff are subject to setoff by amounts that Plaintiff owes or will owe to Yardi. Twenty-Fourth Affirmative Defense (Reservation of Rights) Yardi reserves its right to assert additional affirmative defenses and/or counterclaims. WHEREFORE, Yardi prays for judgment as follows: 1. That Property Solutions take nothing by way of the Complaint; 2. That Yardi be awarded judgment against Property Solutions and awarded its costs and attorneys fees to the extent permitted by law; and proper. 3. That Yardi be awarded other and further relief as this Court deems just and 18
Case 2:15-cv-00102-DBP Document 26 Filed 03/24/15 Page 20 of 20 Dated: March 24, 2015 Respectfully submitted, /s/ John DeQ. Briggs John DeQ. Briggs Rachel J. Adcox AXINN, VELTROP & HARKRIDER LLP 950 F Street NW Washington, DC 20004 Telephone: (202) 912-4700 Facsimile: (202) 912-4701 John A. Andersen Timothy K. Conde STOEL RIVES LLP 201 South Main Street, Suite 1100 Salt Lake City, UT 84111-4904 Telephone: (801) 328-3131 Facsimile: (801) 578-6999 Attorneys for Defendant Yardi Systems, Inc. 19