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Yojna, Inc. v. American Medical Data Systems, Inc.

Citations: 667 F. Supp. 446; 1987 U.S. Dist. LEXIS 7283Docket: Civ. 86-72334

Court: District Court, E.D. Michigan; July 24, 1987; Federal District Court

Narrative Opinion Summary

The case involves an ownership dispute over the software program PROTEUS between Yojna, Inc. and American Medical Data Systems, Inc. (AMDS). Yojna filed a complaint claiming ownership of various software versions, while AMDS contested this claim and sought credits against Yojna's financial claims. The court initially ruled in favor of Yojna, granting them ownership of the software but allowed AMDS a perpetual, royalty-free license to use specific versions in the healthcare sector. This decision was made despite AMDS's assertion of partial development financing and the necessity for competitiveness. Preliminary injunctions granted AMDS access to certain source codes, while disputes continued about the exclusivity of rights in the healthcare industry. The court acknowledged implied exclusivity based on the parties' understanding and further ruled that the oral agreements between the parties superseded any formal written agreements that were unfavorable to AMDS. Ultimately, Yojna was awarded a partial judgment for outstanding payments, while AMDS retained its rights to use the software in the healthcare sector. The court emphasized the need for formal agreements to prevent future disputes and acknowledged its role in the complexity of the litigation due to reliance on representations. A status conference is planned to address unresolved issues, concluding the rights of both parties under Fed. R.Civ. P. 52(a).

Legal Issues Addressed

Contractual Agreements Overriding Copyright Law

Application: The court found that the oral agreements between the parties overrode the copyright work-for-hire doctrine, affecting the rights to the software.

Reasoning: The court's focus is on the limitations of Yojna's rights to use PROTEUS in health care, acknowledging that AMDS initially had exclusive rights in this sector.

Judgment and Financial Claims

Application: Yojna was awarded a partial final judgment for outstanding amounts, as AMDS failed to justify its claims for set-offs.

Reasoning: Yojna is awarded a partial final judgment of $122,000 from an outstanding amount of $356,662.41, as AMDS failed to justify any reductions in charges.

License Agreements and Rights

Application: AMDS holds a perpetual, royalty-free license to use and sublicense specific versions of PROTEUS in the healthcare industry, affirming an implied exclusivity during a specific period.

Reasoning: AMDS would possess a perpetual, royalty-free license to use and sublicense the source and object codes of specific PROTEUS versions in the health care industry.

Ownership Dispute of Software

Application: The court determined that Yojna, Inc. formally owns all versions of the PROTEUS software, including potential future enhancements.

Reasoning: The Court indicated its intention to rule that Yojna owns PROTEUS, granting AMDS a perpetual, royalty-free license for its use up to version 3.3, including access to the source codes.

Preliminary Injunction for Access to Software

Application: The court granted AMDS access to PROTEUS source codes for specific versions under certain conditions, despite ongoing disputes over ownership and rights.

Reasoning: A preliminary injunction on April 22, 1987, allowed AMDS access to source codes for PROTEUS versions 1.0, 2.0, 3.0, and 3.3, with limitations.