United States District Court, D. Minnesota
Amanda J. Rome, Michael F. Cockson, and Staci L. Perdue, Faegre Baker Daniels LLP, 90 South 7th Street, Suite 2200, Minneapolis, MN 55402-3901, for Plaintiff.
Kyle A. Eidsness and Douglas J. McIntyre, Foley & Mansfield, PLLP, 250 Marquette Ave, Suite 1200, Minneapolis, MN 55401, for Defendant.
MEMORANDUM OPINION AND ORDER
SUSAN RICHARD NELSON, District Judge.
In this Court's June 8, 2015 Order ("June 8 Order"), the Court directed the parties to submit briefing on the following issues:
(1) which statement of work ("SOW") governs the contractual relationship at issue in this case either the Stratech SOW or one of the Datalink SOWs; (2) which "applicable" state law controls in this case for calculating late fees due under the contract; (3) which appropriate late fee to apply (whether the 1.5% rate set out in the contract, or the "highest rate permitted by applicable law"); (4) the ultimate damages award that results from the appropriately applied late fee; and (5) attorneys' fees due under the terms of the governing SOW.
(6/8/15 Order at 39 [Doc. No. 53].) Plaintiff Datalink Corporation ("Plaintiff" or "Datalink") duly filed its Supplemental Memorandum in Support of its Motion for Summary Judgment on June 22, 2015 [Doc. No. 54]. Defendant Perkins Eastman Architects, P.C. ("Defendant" or "Perkins Eastman") filed its response brief on June 29, 2015 [Doc. No. 58]. For the reasons set forth below, the Court finds that the Datalink SOW governs. Accordingly, the Court holds that Plaintiff is entitled to $80, 944.05 in late fees, but is not entitled to attorneys' fees.
A. Contract and Governing SOW
In its June 8 Order, the Court held that the December 27, 2012, NetBackup ("NBU") Project Purchase Order, which Kim Lam signed on behalf of Perkins Eastman, serves as the unambiguous contract between the parties. (6/8/15 Order at 8 [Doc. No. 53].) The Purchase Order was drafted by Perkins Eastman, as evidenced by Defendant's letter head at the top of the document. (McIntyre Decl., Ex. A, "Purchase Order" [Doc. No. 59-1].) Based on the parties' initial briefing it appeared to the Court that the reference to "SOW #14" in the Purchase Order constituted a reference to the original Stratech SOW. (See 6/8/15 Order at 8 [Doc. No. 53]; McIntyre Decl., Ex. A, "Purchase Order" [Doc. No. 59-1].) Thus, the Court believed that the contract incorporated the Stratech SOW.
Once Datalink acquired Stratech and began to work directly with Perkins Eastman, the parties created four successive, updated versions of the SOW. (See Rome Decl., Exs. G, H, I, J "Datalink SOWs" [Doc. No. 50-1].) Each of these versions of the SOW, however, did not at all alter the NBU Project hardware and software requirements. Rather, the Datalink SOWs only fine-tuned the service component of the NBU Project. (See generally id.)
Without adequate briefing on the subject, the Court could not determine which SOW governed the parties' agreement. Based on the exhibits and briefing originally filed, it appeared that the Purchase Order explicitly incorporated the Stratech SOW, but it was unclear if the successive Datalink SOWs adequately modified the parties' agreement. Accordingly, the Court ordered supplemental briefing in order to determine which SOW governed, and the amount, if any, of late fees and attorneys' fees that were due.
B. Judgment Modification
The Court also notes that although it held in its June 8 Order that Plaintiff is entitled to a judgment of $402, 868.23 the amount it would have received had Perkins Eastman performed, not including the Symantec software credit the judgment must be modified. (6/8/15 Order at 16, 23 [Doc. No. 53].) The Court did not include the value ($7, 734.88) of the thirty hours of professional services rendered by Datalink for Perkins Eastman in the total sum of the judgment because it assumed, based on the parties' briefing, that Perkins Eastman had already paid this value, or intended to pay this value. (See Pl.'s Reply at 13 [Doc. No. 49].) Datalink now informs the Court that neither of these assumptions is correct. Therefore, the Court amends it prior Order and finds that Plaintiff is entitled to $410, 603.11 the sum of the value of services rendered ($7, 734.88), ...