Narrative Opinion Summary
In this case, Motorola Mobility, Inc. sued Myriad France SAS and Myriad Group AG for breach of contract under a Master License and Services Agreement (MSA), alleging failure to indemnify for damages resulting from defective software. The litigation unfolded with Myriad France acknowledging obligations under the MSA yet disputing the indemnification claims, asserting that the agreement did not require them to supply functioning software. The Court examined the indemnification and warranty provisions within the MSA, concluding that the warranty provisions, which limit remedies to error correction, take precedence over the broader indemnification claims. As the procedural history evolved, motions to dismiss were filed by the defendants, with Myriad France's motion being granted in part, impacting counts one, two, and four of Motorola's complaint. However, the Court denied the motion to dismiss counts three and five, recognizing sufficient detail in Motorola’s allegations on warranty breaches. The Court also allowed a joint request for a fourth amended complaint and scheduled further proceedings. This case underscores the complexities of interpreting contractual obligations and the interplay between indemnification and warranty provisions, with ongoing legal questions about which jurisdiction's law—Delaware or California—governs the MSA.
Legal Issues Addressed
Breach of Contract under Master License and Services Agreementsubscribe to see similar legal issues
Application: Motorola claims Myriad France breached the MSA by failing to indemnify for damages caused by defective software, resulting in significant financial losses.
Reasoning: Motorola Mobility, Inc. has initiated a lawsuit against Myriad France SAS and Myriad Group AG, claiming breach of contract due to the defendants' failure to indemnify Motorola for damages from defective software.
Exclusive Remedy Doctrine in Warranty Claimssubscribe to see similar legal issues
Application: Defendants argued the exclusive remedy for breach of warranty is error correction, but the Court cited precedent allowing damages if the exclusive remedy fails, leading to a denial of the motion to dismiss certain counts.
Reasoning: The Court cites legal precedent allowing for all remedies if an exclusive remedy fails. As a result, the Court denies the motion to dismiss counts three and five of the third amended complaint.
Indemnification Obligations under Master Services Agreementsubscribe to see similar legal issues
Application: The Court evaluated whether section 14.1 of the MSA supports Motorola's claims for indemnification for defective software, concluding that the provision does not extend to breaches involving ordering documents or statements of work.
Reasoning: Motorola claims damages from defendants for failure to indemnify and breach of software warranties. Myriad France previously argued that section 14.1 of the Master Services Agreement (MSA) did not support Motorola's indemnification claims...
Motion to Dismiss Standardssubscribe to see similar legal issues
Application: The Court held that Motorola's allegations regarding breach of warranty were sufficiently detailed to survive the motions to dismiss, despite defendants' assertions of vagueness.
Reasoning: The court finds that Motorola has provided sufficient detail to survive a motion to dismiss.
Warranty Provisions and Software Functionalitysubscribe to see similar legal issues
Application: The Court determined the warranty provisions in the MSA specifically addressed software errors and took precedence over general indemnification provisions, limiting remedies to error correction.
Reasoning: The Court determines that because these provisions specifically address software functionality, they take precedence over the general indemnification provisions.