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- ilnd;;1:20-cv-01792_de239 RegisterActionDate "2020-04-10" @default.
- ilnd;;1:20-cv-01792_de239 RegisterActionDescriptionText "MINUTE entry before the Honorable Virginia M. Kendall who is addressing the matter as designated emergency Judge. Sears Outlet Stores, LLC n/k/a American Freight Outlet Stores LLC ("Outlet") has moved for a Temporary Restraining Order 191 (Dkt.5 in 20 C 2191). Outlet and Capgemini are in the process of terminating their business relations. Part of the termination includes Termination Assistance that Capgemini will provide to Outlet. Capgemini has agreed to provide Termination Assistance and has agreed to extend those services to accommodate the current COVID-19 crisis by providing Termination Assistance for five months. Termination Assistance will continue for at least that five-month period. If the business cannot be successfully transitioned in those five months and the parties cannot reach an agreement for continuing Termination Assistance, the parties can come back before the Court regarding timing for Termination Assistance. It is not the Court's understanding that Termination Assistance will be imminently ended and therefore the Court will not order its continuation beyond five months at this point. Termination Assistance, however, is futile if Outlet does not have access to the Enterprise Solution, for which it requires a NetSuite license. Currently, Capgemini holds that license, and Outlet reimburses Capgemini for the cost of the license. Outlet seeks to have Capgemini continue to obtain and provide the NetSuite license during the Termination Assistance period. The simple way to resolve the matter would be to require Capgemini to continue to obtain and provide the NetSuite license for Outlet's benefit for one more year, paid for by Outlet, as has been the case in the past, to allow Outlet to continue operating its business during the transition period. Yet Capgemini says this is not possible because NetSuite has "refused to consent to a transfer of the usage rights from SHO to... Outlet" and views Outlet as improperly using a license it is not authorized to use. (The background facts are recited in the parties' briefs and the Court will not recite them here, but for the purposes of this Order, it helps to know that Sears Hometown and Outlet ("SHO") was the previous owner of Outlet.) Exhibits submitted by Capgemini support its contention that NetSuite is not amenable to simply swapping SHO for Outlet under the current subscription agreement. Outlet has represented that it has attempted to obtain its own license directly from NetSuite, however, it has not yet been able to do so, although it may be able to do so in future. Meanwhile, Outlet is unable to continue operations without the NetSuite license. The difficulty for the Court here is that NetSuite is not a party before the Court. The Court cannot order Capgemini to maintain the status quo with NetSuite if NetSuite refuses to do so-the Court does not presently have power over NetSuite's actions. Nor is NetSuite before the Court to explain what its position is and whether it will allow for a license to be provided to Capgemini for the transition period, for the benefit of Outlet, under the terms that had previously been in place. Outlet disputes Capgemini's characterization of NetSuite's position, and argues that Capgemini, not NetSuite, is the one blocking continuation of the license. But there is nothing in the record that allows the Court to assess such a claim or to discern with clarity what NetSuite's position is in this dispute. The Court therefore gives the parties until April 14, 2020, to supplement the record with affidavits or information that answer the following questions in as straightforward a manner as possible: (1) Will NetSuite allow Capgemini to extend its current license beyond April 22, 2020, through either the end of the termination transition period or until Outlet can negotiate a direct licensing agreement with NetSuite?; and (2) Will NetSuite allow Outlet to be the end user of the Capgemini's license through this period? The best source of this information would be NetSuite itself. Additionally, Outlet should make its best efforts to determine the earliest date by which it could have in place a potential direct licensing agreement with NetSuite and report this information to the Court. Plaintiff's Motion for TRO 191 is stricken in emergency case 20 C 1792 and will be addressed in 20 C 2191 going forward. Mailed notice (lk, ) (Entered: 04/10/2020)" @default.
- ilnd;;1:20-cv-01792_de239 AdministrativeID "236" @default.
- ilnd;;1:20-cv-01792_de239 OntologyLabel minute_entry @default.
- ilnd;;1:20-cv-01792_de239 hasReferenceToOtherEntry ilnd;;1:20-cv-01792_de196 @default.