Maslon won a motion to dismiss in a complex breach of contract suit against a large multinational software company seeking to shift its $30 million liability to our client. The dismissal was affirmed on appeal.

The suit dates back to 2013 when the plaintiff, a customer of Oracle, entered into an agreement with a third-party provider of software patches as a lower-cost alternative to Oracle’s support services. In 2022, Oracle prevailed in a series of lawsuits alleging that the third-party provider, as well as another software provider that had supported installation of the patches, infringed Oracle’s copyrights.

As a result, the customer that utilized the infringing patches faced $30 million in liability, for which it then sought to hold our client responsible via indemnity clauses in the parties’ contract. In 2023, the customer filed suit in the U.S. District Court for the Northern District of California, alleging that our client had been involved in the IP infringement and breached its contract when it refused to indemnify.

As lead defense counsel in the subsequent lawsuit, a Maslon team led by Terry Newby successfully demonstrated that the services our client agreed to provide were not connected to the alleged IP infringement and therefore did not trigger the indemnification provision. We also showed that no valid amendment to our client’s contract with the customer, nor separate enforceable agreement, had expanded our client’s obligations.

The District Court agreed twice, dismissing claims brought in the plaintiff’s original complaint on Sept. 27, 2024, and claims brought in an amended complaint on Jan. 6, 2025, a decision that was then affirmed on appeal at the Ninth Circuit on Dec. 30, 2025.

Terry Newby was assisted in this matter by Emilio Giuliani.