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Sirsi Corp. v. Craven-Pamlico-Carteret Regional
Citations: 815 F. Supp. 2d 931; 2011 U.S. Dist. LEXIS 114950; 2011 WL 4575531Docket: 4:11-cr-00059
Court: District Court, E.D. North Carolina; September 29, 2011; Federal District Court
The United States District Court for the Eastern District of North Carolina denied the Craven-Pamlico-Carteret Regional Library System's Motion to Dismiss the breach of contract claims brought by Sirsi Corporation. The court found that Sirsi's complaint provided sufficient factual allegations to support a plausible claim for relief. Sirsi and CPC Regional entered into a Master Software License and Services Agreement in April 2009, granting CPC Regional a limited license to use Sirsi's software and requiring payment of $146,844.80 over three years. After a request for implementation delay due to budget constraints, CPC Regional failed to respond to Sirsi's attempts to proceed and instead negotiated with a competitor, OCLC. CPC Regional later terminated its relationship with Sirsi, prompting Sirsi to notify CPC of the breach in February 2011. The court also noted that CPC Regional's failure to file a supporting memorandum with its motion to dismiss was a procedural defect that was subsequently cured, and since no prejudice resulted to Sirsi, the motion was decided on its merits. Further violations of local rules would be addressed by the court as necessary. To establish a breach of contract claim under North Carolina law, the complaint must demonstrate the existence of a valid contract, a breach by the defendant, the particulars of the breach, and resulting damages. CPC Regional acknowledges the existence of a contract with Sirsi and does not dispute that damages were incurred; the contention lies solely in whether CPC Regional breached the contract. Sirsi claims CPC Regional failed to respond to communications and neglected to proceed with software implementation, while CPC Regional asserts that it could not breach the contract since the specified 'Go Live Date' had not yet occurred. However, the court notes that the absence of this date does not excuse CPC Regional's failure to communicate and participate, as these were necessary for performance under the contract. In North Carolina, a party cannot benefit from its own prevention of a condition's performance. Sirsi also outlines additional failures by CPC Regional, such as lack of engagement in consultations and missed payment obligations, which were to occur at various stages regardless of delays caused by funding issues. The Master Agreement stipulates that such delays do not excuse deadlines or payments. Moreover, Sirsi alleges repudiation by CPC Regional, citing a statement indicating that CPC Regional would cease working with Sirsi due to a contract with OCLC. If true, this could substantiate a breach claim based on repudiation. CPC Regional's arguments regarding vagueness of the Go Live Date and the contract's enforceability were rejected, as ambiguities are to be resolved by the fact finder. The court concluded that the mere acknowledgment of delays does not render the contract illusory, as these were anticipated in the agreement. Thus, any ambiguities will be addressed in litigation, leading to the denial of CPC Regional's Motion to Dismiss.