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66030_OraclexsxCrossxComplaint

66030_OraclexsxCrossxComplaint

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Published by Arik Hesseldahl

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Published by: Arik Hesseldahl on Aug 30, 2011
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ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANYCASE NO. 1-11-CV-203163
LATHAM & WATKINS
LLP
 Daniel M. Wall, SBN 102580Alfred C. Pfeiffer, Jr., SBN 120965Sadik Huseny, SBN 224659505 Montgomery Street, Suite 2000San Francisco, California 94111Telephone: 415.391.0600Facsimile: 415.395.8095ORACLE CORPORATIONDorian Daley, SBN 129049Deborah K. Miller, SBN 95527500 Oracle ParkwayM/S 5op7Redwood City, CA 94070Telephone: (650) 506-5200Facsimile: (650) 506-7114Attorneys for Defendant and Cross-ComplainantOracle CorporationSUPERIOR COURT OF THE STATE OF CALIFORNIAFOR THE COUNTY OF SANTA CLARAHEWLETT-PACKARD COMPANY,Plaintiff,v.ORACLE CORPORATION,Defendant.ORACLE CORPORATION,Cross-Complainant,v.HEWLETT-PACKARD COMPANY,Cross-Defendant.CASE NO.
1-11-CV-203163
Action Filed: June 15, 2011Trial Date: February 27, 2012
DEFENDANT ORACLE CORPORATION’SCROSS-COMPLAINT AGAINSTHEWLETT-PACKARD COMPANY FOR(1)
FRAUD
; (2) DEFAMATION-LIBEL;(3) INTENTIONAL INTERFERENCE WITHCONTRACTUAL RELATIONS; AND(4) INTENTIONAL INTERFERENCE WITHPROSPECTIVE ECONOMIC ADVANTAGE
 Assigned for all Purposes toThe Honorable James P. Kleinberg
DEMAND FOR JURY TRIAL
 
 
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ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANYCASE NO. 1-11-CV-203163
Cross-Complainant Oracle Corporation (“Oracle”) alleges against Cross-Defendant Hewlett-Packard Company (“HP”) as follows:
PARTIES
1.
 
Cross-Complainant Oracle is, and at all times material to this action was, aDelaware corporation with its principal place of business and headquarters in Redwood City,California.2.
 
Cross-Defendant HP is, and at all times material to this action was, aDelaware corporation, with its principal place of business and headquarters in Palo Alto,California.
VENUE
3.
 
Venue is proper in Santa Clara County pursuant to California Code of CivilProcedure section 395.5 because HP’s principal place of business is situated in this County, thecontract at issue was made and was to be performed in this County, and the conduct giving riseto HP’s liability arose in this County.
FACTUAL ALLEGATIONS
4.
 
This Cross-Complaint arises out of HP’s efforts to induce Oracle into anapparently perpetual and cost-free software development commitment for the Intel Itaniumplatform, supposedly implicit in a public reaffirmation of a colloquial “partnership,” while HPconcealed that it was days away from hiring a new board chairman, Ray Lane, and new CEO,Léo Apotheker, who HP knew Oracle distrusted so completely—and justifiably—that“partnership” would be impossible. It also arises from HP’s numerous acts of disparagement andlibel when, in March 2011, Oracle announced that—like most other major software vendorsbefore it—it was discontinuing all new
 
software development
 
on the Intel Itanium platform.Subsequent to that announcement, HP has, among other things, falsely blamed Oracle forItanium’s demise and the disruption to customers that unavoidably will occur when customerseventually migrate to newer platforms, and falsely claimed that Oracle has refused to provideongoing software support and bug-fixes for Oracle’s current customers. HP has actively tried to
 
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ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANYCASE NO. 1-11-CV-203163
foment anti-Oracle sentiment in the marketplace, continuing to misrepresent Itanium’s future anddisparaging Oracle.5.
 
The context of this Cross-Complaint is a business relationship betweenOracle and HP that was once complementary but is now largely competitive. For many years,Oracle and HP had a relationship that followed naturally from the way their individual self-interests were aligned. Oracle was an enterprise software company, and did not sell computerhardware. HP was principally a hardware company, and insofar as its business touched Oracle’s(much of it does not), it sold computer servers that ran Oracle software. HP had very little in theway of an enterprise software business. Over time HP developed a substantial businessproviding various enterprise software services as well, but that was also complementary toOracle’s offerings. With little “turf” to fight over and many mutual customers, a partnership inthe colloquial sense evolved, and Oracle and HP worked together voluntarily in many ways.Formal contractual obligations were a part of their relationship where necessary, and there arenumerous binding contracts between Oracle and HP. The parties signed formal contractswhenever they intended to be legally bound, spelling out the exact obligations to be incurred,monetary compensation, specific duration, and the like. But often they worked towardscommonly-held goals without a formal contract, simply because the pursuit of their respectiveself-interests was sufficient to put them on the same path. Neither company ever agreed to actcontrary to its own individual economic interest, however.6.
 
The companies’ relationship changed as their previously aligned interestsbegan to diverge. An important moment in this evolution was Oracle’s acquisition of SunMicrosystems, which positioned Oracle as one of HP’s three principal competitors in the marketfor computer servers. HP understood this was a transformative event, and wasted no timetransitioning to a competitive relationship with Oracle. In July 2009, when Sun’s shareholdersvoted to approve the Oracle merger, HP launched a program called “SunSet” that targeted Sun’sserver customers and attempted to induce them to switch to HP servers, alleging, among otherthings, that Oracle was not a stable and proven hardware vendor. HP’s accompanying pressrelease said that it was cheaper to run Oracle’s database software on HP systems rather than Sun

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