A federal court in Ohio provides us with an example of why contract negotiators should plan ahead for an orderly shut-down of a business relationship — using, for example, the S N I T S approach to contract drafting. Here’s what has happened, so far, in the Ohio court case:
- Mitsubishi Caterpillar Forklift wanted to migrate its on-line parts catalog from one hosting company to another.
- The first hosting company, however, refused to provide Mitsubishi with an electronic copy of the parts-catalog data (which the hosting company had created by converting Mitsubishi catalogs) unless Mitsubishi paid a fee.
- So the second hosting company used an automated data retrieval program (colloquially known as a scraper) to extract Mitsubishi’s catalog data from the first hosting company’s Web site — allegedly causing problems for the site.
- The first hosting company sued the second one under the Computer Fraud and Abuse Act and for misappropriation of trade secrets, trespass to chattels, copyright infringement, and breach of contract.
- The second hosting company moved for summary judgment dismissing the first company’s lawsuit, on grounds that it had done no more than rescue Mitsubishi’s hostage data, so to speak.
- The judge, however, ruled that genuine disputes existed about material issues of fact — thus, summary judgment was improper and a(n expensive) trial would be necessary.
See Snap-on Business Solutions, Inc. v. v. O’Neil & Assocs., Inc., No. 5:09-CV-1547 (N.D. Ohio Apr. 16, 2010) (denying relevant parts of defendant’s motion for summary judgment).
This could have been avoided if Mitsubishi’s contract people had been able to negotiate the right to require the first hosting company to provide Mitsubishi with an electronic copy of its catalog data. (Perhaps they tried but failed.)