In Re Microsoft Corp. Antitrust Litigation, Novell, Inc. v. Microsoft Corp. (Maryland U.S.D.C.)

Filed: March 30, 2010.

Opinion by Judge J. Frederick Motz.

Held: Disposing of the remaining claims in multi-district litigation against Microsoft, the Court held that the plaintiff was not entitled to assert the claims because it had transferred them: a contractual clause that assigns claims "associated directly or indirectly" with operating systems encompasses claims based on alleged harm to related software applications.

Facts: Two claims remained in plaintiff's assertion that defendant violated the Sherman Act. The Court found two questions to answer upon cross-motions for summary judgment, (1) did plaintiff own the claims it was asserting, or had they been transferred to another party under an asset purchase agreement and (2) if plaintiff still owned the claims, are the claims viable under the Sherman Act.

The Court previously ruled that plaintiff did not assign the claims because those claims focused on harm suffered by the "software applications, not upon harm suffered by the operating systems."

Analysis: The Court looked to the asset purchase agreement to determine whether the claims were transferred. Applying Utah law, per the agreement, the Court overruled its prior ruling because the agreement did not mention harm. Instead, the agreement used the term "associat[ion]." As there was no ambiguity in the language of the agreement, the Court found all claims "associated directly or indirectly" with the operating system, including the claims involving the software applications, transferred. Thus, the second issue was rendered moot.

Alluding to the procedural length of the litigation, the possibility of both an appeal and an appellate court disagreeing with the Court's conclusion, the Court analyzed the second issue. The Court found the claims would have been viable under the Sherman Act had they not been assigned.

The opinion is available in pdf.