Medidata Solutions, Inc. v. Federal Insurance Co.

268 F. Supp. 3d 471
CourtDistrict Court, S.D. New York
DecidedJuly 21, 2017
Docket15-CV-907 (ALC)
StatusPublished
Cited by7 cases

This text of 268 F. Supp. 3d 471 (Medidata Solutions, Inc. v. Federal Insurance Co.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Medidata Solutions, Inc. v. Federal Insurance Co., 268 F. Supp. 3d 471 (S.D.N.Y. 2017).

Opinion

MEMORANDUM AND ORDER GRANTING SUMMARY JUDGMENT

ANDREW L. CARTER, JR., District Judge:

Medidata Solutions, Inc. (“Medidata”) commenced this action against Federal- Insurance Company (“Federal”) after Federal denied Medidata’s claim, for insurance coverage. The parties filed cross-motions for summary judgment and the Court ordered additional expert discovery. For the following reasons, Medidata’s motion for summary judgment is GRANTED.

BACKGROUND

A. Medidata

Medidata provides cloud-based services to scientists conducting research in clinical trials. Medidata’s Memorandum of Law in Support of Motion for Summary Judgment (“Pi’s Mem.”) at 3, ECF No. 37. Medidata used Google’s Gmail platform for company emails. Affidavit of Glenn Watt in Support of Medidata’s Motion for Summary Judgment, (“Watt Aff.”) ¶ 2, ECF No. 39. Medi-data email addresses consisted of an employee’s first initial and last name followed by the domain name “mdsol.com” instead of “gmail.com”. Id. ¶3. Email messages sent to Medidata employees were routed through Google computer servers. Id. ¶ 4. Google systems processed 'and stored the email messages. Id. ¶ 4. During processing, Google compared an incoming email address with Medidata employee profiles in order to find a match. Id. ¶ 9. If a match was found, Gmail displayed the sender’s full name, email address, and picture in the “From” field of the message. Id. ¶¶ 8, 10, 11. After processing, the emails were displayed in the Medidata employee’s email account. Id. ¶ ,7. Medidata employees used computers owned by the company to [473]*473access the email messages that were process and displayed by Google. Id.

B. Fraud on Medidata

In the summer of 2014, Medidata notified its finance department of the company’s short-term business plans which included a possible acquisition. Plaintiffs Rule 56.1 Statement (“PL’s 56.1”) ¶36, EOF No. 36. Medidata instructed finance personnel “to be prepared to assist with significant transactions on an urgent basis.” Id. ¶ 37. In 2014, Alicia Evans (“Evans”) worked in accounts payable at Medi-data. Id. ¶38. Evans was responsible for processing all of Medidata’s travel and entertainment expenses. Joint Exhibit Stipulation (“Joint Ex. Stip.”) Ex. 20, 41:16-21, ECF No. 41. Oii September 16, 2014, Evans received an email purportedly sent from Medidata’s president. Id. Ex. 2; The email message contained the president’s name, email address, and picture in the “From” field. Id. The message to Evans stated that Medidata was close, to .finalizing an acquisition, and that, an attorney named Michael Meyer (“Meyer”) would contact Evans. Id. The email advised Evans that the acquisition was strictly confidential and instructed Evans to devote her full attention to Meyer’s demands. Id. Evans replied: “I will certainly assist in any way I can and will make this a priority.” Id. Ex. 4.

On that same day, Evans received a phone call from a man who held himself out to be Meyer. Id. Ex. 20, 31:10-15. Meyer demanded that Evans process a wire transfer for him.- Id. Meyer told Evans a physical check would not suffice because of time constraints. Id. Ex. 20, 36:5-8. Evans explained to Meyer that she needed an email from Medidata’s president requesting the wire transfer. Id. Ex. 20, 34:17-20. Evans also explained she needed approval from Medidata Vice President Ho Chin (“Chin”), and Director of Revenue Josh Schwartz (“Schwartz”). Id.

Chin, Evans, and Schwartz then received a group email purportedly sent from Medidata’s president stating: “I’m currently undergoing a financial operation in which I need you to process and approve a payment on my behalf. I already spoke with Alicia, she will file the wire and I would need you two to sign off.” Id. Ex. 61 The email contained the president of Medidata’s email address in the “From” field and a picture next to his name. Id. In response, Evans logged on to Chase Bank’s online system to initiate a wire transfer. Id. Ex. 20, 13:20-14:16. Evans entered the banking information proyided by Meyer and submitted the wire transfer for approval. Id. Ex. 20, 15:11-23,. 16:17— 17:05. Schwartz and Chin logged on to Chase’s online banking system and approved the wire transfer. Id. Ex, 21,13:20— 14:16; Ex. 19, 59:16-18,' 60:02-04. $4,770,226.00 was wired to a bank account that was .provided by Meyer. Id. Ex. 8.

On September 18, 2014, Meyer contacted Evans requesting a second wire transfer. Id. Ex. 20, 42:02-10. Evans initiated the second wire transfer and Schwartz approved it. Id. Ex. 21, 40:24-41:20. However, Chin thought the email address in the “Reply To” field seemed suspicious. Id. Ex. 19, 46:08-24. Chin spoke with Evans about his suspicions and Evans composed a new email to Medidata’s president inquiring about the wire transfers. Id. Ex. 20, 50:04-20. Medidata’s president told. Evans and Chin that he liad not requested the wire transfers. Id. Medidata employees then realized that the company had been defrauded. Id. Ex. 19, 63:09-64:18. Medi-data contacted the FBI and hired outside counsel to conduct an investigation. Id. The investigations revealed that an unknown actor altered the emails that were sent to Chin, Evans, and Schwartz to ap[474]*474pear as if they were sent from Medidata’s president. Id.

C. Medidata Insurance Policy

Medidata held a $5,000,000 insurance policy with Federal called “Federal Executive Protection”. Id. Ex. 1. The Policy contained a “Crime Coverage Section” addressing loss caused by various criminal acts, including Forgery Coverage Insuring, Computer Fraud Coverage, and Funds Transfer Fraud Coverage. Id.

1.Computer Fraud Coverage

The Policy’s, “Computer Fraud Coverage”, protected the “direct loss of Money, Securities or Property sustained by an Organization resulting from Computer Fraud committed by a Third Party.” Id. The Policy defined “Organization” as “any organization designated in Item 4 of the Declarations for this coverage section.” Id. Item 4, in turn, lists “Medidat[a] Solutions, Inc., and its subsidiaries” as a covered Organization. Id. The Policy defined “Third Party” as “a natural person other than: (a) an Employee; or (b) a natural person acting in collusion with an Employee.” Id.

The Policy defined “Computer Fraud” as: “[T]he unlawful taking or the fraudulently induced transfer of Money, Securities or Property resulting from a Computer Violation.” Id. A “Computer Violation” included both “the fraudulent: (a) entry of Data - into ... a Computer System; [and] (b) change to Data elements or program logic of a Computer System, which is kept in machine readable format ... directed against an Organization.” Id. The Policy defined “Data” broadly to include any “representation of information.” Id. The Policy defined “Computer System” as “a computer and all input, output, processing, storage, off-line media library and communication facilities which are connected to such computer, provided that such computer and facilities are: (a) owned and operated by an Organization; (b)' leased and operated by an Organization; or (c) utilized by an Organization.” Id.

2.Funds Transfer Fraud Coverage

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268 F. Supp. 3d 471, Counsel Stack Legal Research, https://law.counselstack.com/opinion/medidata-solutions-inc-v-federal-insurance-co-nysd-2017.