HCI Technologies v. Avaya, Incorporated

241 F. App'x 115
CourtCourt of Appeals for the Fourth Circuit
DecidedJuly 12, 2007
Docket06-1924
StatusUnpublished
Cited by3 cases

This text of 241 F. App'x 115 (HCI Technologies v. Avaya, Incorporated) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
HCI Technologies v. Avaya, Incorporated, 241 F. App'x 115 (4th Cir. 2007).

Opinion

PER CURIAM:

HCI Technologies, Inc. (“HCI”) appeals the district court’s orders denying its motion for a temporary restraining order and preliminary injunction and dismissing its claims against Avaya, Inc. (“Avaya”) pursuant to the mandatory arbitration agreement in the parties’ contract. HCI argues that the district court misapplied the four-part test governing motions for injunctive relief by failing to recognize that each of the relevant considerations weighed in favor of HCI. HCI further contends that the district court erred in dismissing its claims in their entirety, because the contract did not require HCI to submit its requests for permanent injunctive relief to arbitration. For the reasons that follow, we affirm the district court’s orders.

I.

A.

Avaya is a world-wide manufacturer and supplier of telecommunications systems, applications, and equipment, including a line of “Private Branch Exchanges” (“PBX”s) 1 and a line of IP Telephony, or “Voice over IP Systems,” under a variety of names and trademarks. Avaya sells equipment directly and also through over 300 authorized sellers, known as “Business Partners.” Measured by revenue, Avaya and its Business Partners control approximately 20% of the U.S. market for new PBX and related equipment.

Avaya’s telephony equipment requires service and periodic maintenance over its useful life. In the United States, service and maintenance of Avaya products is performed by Avaya itself, by many of its Business Partners, by independent service organizations (ISOs), and by customers themselves. Business Partners have the choice of providing them own maintenance services or reselling Avaya services in whole or in part to complement their capabilities. Avaya competes with its Business Partners to provide maintenance services to some PBX owners, and works in concert with its Business Partners to supply maintenance to others.

Proprietary software embedded in Ava-ya PBXs facilitates service and maintenance of the PBXs. Avaya, of course, has access to its own propriety software. Ava-ya also licenses the software to its Business Partners and to PBX owners. The software enables the licensee to identify and diagnose, and, in some cases, resolve, maintenance problems remotely. Licensees access Avaya’s diagnostic/maintenance software through passwords called “login codes” or “logins.” Business partners receive access to the software through logins called “DADMINs.” PBX owners may purchase logins called “Maintenance Software Permissions” (“MSPs”), by entering into a “Maintenance Assist” contract. Diagnostic and maintenance functions can be performed at the site of the equipment without the use of Avaya’s proprietary software.

B.

HCI was an Avaya Business Partner until July 10, 2006, when Avaya terminated *118 its contract with HCI. It is undisputed that HCI acted as Business Partner through a series of increasingly restrictive Master Reseller Agreements, entered into in 1999, 2003, and 2005. The parties dispute Avaya’s motivation in conditioning its continued willingness to have HCI as a Business Partner on HCI’s acceptance of more restrictive contractual terms. HCI asserts that Avaya made a corporate business decision to take back the service market from its Business Partners and used the new restrictions to undermine the Business Partners. Avaya contends that it insisted on additional protections after it came to believe that HCI was working with Verizon, Inc. to disrupt Avaya’s relationships with its customers.

It is undisputed that HCI’s contracts with Avaya allowed HCI to resell Avaya services only to end users and prohibited HCI from serving as a subcontractor by reselling Avaya services to other resellers. Nevertheless, HCI did obtain authorization from Avaya to sell Avaya products to AT & T solely for the benefit of a single end user; this authorization was memorialized in an addendum to HCI’s contract with Avaya. And in 2002, Avaya allowed HCI to enter into a teaming relationship with Verizon.

After Avaya came to believe that a goal of the HCI/Verizon relationship was to interfere with Avaya’s business, however, Avaya began to reevaluate its relationship with HCI. In September 2003, Avaya sent HCI a letter indicating that it did not intend to renew its 2003 contract with HCI for another year. 2 It is undisputed that “Avaya ... relent[ed] only when HCI entered into a New Master Reseller Agreement of Business Partner Program ... on December 20, 2005,” which superseded the parties’ prior Agreement. (J.A. at 8.) 3 The December 2005 Agreement provided that either party could terminate the contract “at any time without cause by giving the other party twenty-four (24) hours written notice of the termination.” (J.A. at 179.)

In February 2006, Avaya and Verizon each submitted a bid for an equipment and services contract with Washington Mutual. Verizon’s bid indicated that HCI would act as a subcontractor to provide support services for Avaya communications products. Ultimately, Washington Mutual accepted Verizon’s bid. Avaya believed that HCI violated its Master Reseller Agreement by teaming with Verizon to win the Washington Mutual contract. Accordingly, on May 16, 2006, Avaya sent HCI a notice of termination. The notice of termination incorrectly relied on the 60 day notice provision of the parties’ 2003 Agreement.

C.

Fifty-one days after receiving Avaya’s notice of termination, on July 5, 2006, HCI filed a Verified Complaint to Enjoin Threatened Termination of Business Partner/Dealer Contract in the United States District Court for the Eastern District of Virginia. The complaint alleged, among other things, that Avaya’s notice of termination was defective because it relied upon and purported to terminate the superseded *119 2003 Agreement. This prompted Avaya to send, on July 10, 2006, a new, twenty-four hour notice of termination in compliance with the December 2005 Agreement, terminating HCI as of July 11, 2006.

HCI’s complaint named Avaya and Catalyst Telecom, Inc. (one of two authorized dealers of Avaya hardware in the United States) as defendants. 4 The complaint stated nine causes of action: two Sherman Act claims, a claim of race discrimination under 42 U.S.C. § 1981, and six pendant Virginia state law claims (which included a claim for violations of the Virginia Equipment Dealers Protection Act, two tortious interference with contract claims, and claims for breach of contract, conspiracy to injure in trade or business, and promissory estoppel).

On July 6, 2006, HCI filed an Emergency Motion for Temporary Restraining Order and for Preliminary Injunction. In its motion, HCI alleged that it would be irreparably harmed if Avaya terminated HCI’s Business Partner status and denied HCI access to logins, spare parts, and the support necessary for HCI to service its customers’ Avaya PBXs. HCI also alleged that sales of Avaya equipment constituted 30% of its business, and maintenance and support of Avaya equipment constituted another 40% of its business.

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241 F. App'x 115, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hci-technologies-v-avaya-incorporated-ca4-2007.