James E. Cecchi Lindsey H. Taylor CARELLA, BYRNE, CECCHI, OLSTEIN, BRODY & AGNELLO, P.C.

5 Becker Farm Road Roseland, New Jersey 07068-1739 (973) 994-1700 Anthony H. Son WILEY REIN LLP 1776 K Street, N.W. Washington, D.C. 20006 (202) 719-7000 Attorneys for Plaintiff FUNDTECH CORPORATION UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY FUNDTECH CORPORATION, Plaintiff, v. COMPLAINT FOR DECLARATORY JUDGMENT Civil Action No.

AUTOSCRIBE CORPORATION, Defendant

Plaintiff Fundtech Corporation (“Fundtech” or “Plaintiff”) by way of Complaint For Declaratory Judgment against Defendant Autoscribe Corporation (“Autoscribe”), says: NATURE OF THE ACTION 1. This is a civil action arising under the Patent Laws of the United States, 35 U.S.C.

§§101, et seq., seeking declaratory judgment that no valid claim of United States Patent Numbers 7,117,171 (“‘171 patent”), 6,041,315 (“‘315 patent”), 5,966,698 (“‘698 patent”), 5,727,249 (“‘249 patent”) and 5,504,677 (“‘677 patent”) (collectively, “patents-in-suit”) is infringed by Fundtech and that the patents-in-suit are invalid.

PARTIES 2. Plaintiff Fundtech Corporation is a Delaware corporation that maintains its

principal place of business at 30 Montgomery Street, Suite 501, Jersey City, New Jersey 07302. 3. Defendant AutoScribe Corporation (“AutoScribe”) is a Maryland corporation

with a principal place of business at 9801 Washingtonian Boulevard, Suite 200, Gaithersburg, Maryland 20878. JURISDICTION AND VENUE 4. Fundtech brings this complaint against AutoScribe pursuant to the patent laws of

the United States, Title 35 of the United States Code, with a specific remedy sought based upon the laws authorizing actions for declaratory judgment in the courts of the United States, 28 U.S.C. §§ 2201 and 2202. 5. This Court has subject matter jurisdiction over this action, which arises under the

patent laws of the United States, pursuant to 28 U.S.C. §§ 1331, 1338(a), and 2201. 6. 1400(b). 7. AutoScribe is subject to this Court’s specific and general personal jurisdiction Venue is proper in this judicial district based on 28 U.S.C. §§ 1391(b)-(d) and/or

consistent with the principles of due process and/or the New Jersey Long Arm Statute. On information and belief, AutoScribe has availed itself of this Court’s jurisdiction to adjudicate a copyright infringement claim concerning software that is the subject of the patents-in-suit. See AutoScribe Corp., et al. v. Goldman & Steinberg, Inc., et al., Civil Action No. 94-2890 (D.N.J. filed June 20, 1994). On information and belief, the same software was then the subject of a patent infringement suit in this District, in which AutoScribe asserted infringement of four of the five patents-in-suit. See Intel-a-Check v. AutoScribe Corp., et al., Civil Action No. 01-4625 (D.N.J. filed October 2, 2001) (Exhibit A). Moreover, on information and belief, AutoScribe has 2

had continuous and systematic contacts with this jurisdiction by entering into business relationships with entities in New Jersey relating to AutoScribe’s electronic payment services. PATENTS-IN-SUIT 8. The ‘171 Patent, entitled “System and Method for Making a Payment From a

Financial Account,” was issued on October 3, 2006. A true and correct copy of the ‘171 Patent is attached hereto as Exhibit B. 9. The ‘315 Patent, entitled “Automated Payment System and Method,” was issued

on March 21, 2000. A true and correct copy of the ‘315 Patent is attached hereto as Exhibit C. 10. The ‘698 Patent, entitled “Automated Payment System and Method,” was issued

on October 12, 1999. A true and correct copy of the ‘698 Patent is attached hereto as Exhibit D. 11. The ‘249 Patent, entitled “Automated Payment System and Method,” was issued

on March 10, 1998. A true and correct copy of the ‘249 Patent is attached hereto as Exhibit E. 12. The ‘677 Patent, entitled “Automated Payment System,” was issued on April 2,

1996. A true and correct copy of the ‘677 Patent is attached hereto as Exhibit F. 13. AutoScribe purports to be the owner of the patents-in-suit. EXISTENCE OF AN ACTUAL CONTROVERSY 14. Fundtech is a software company that develops transaction banking software for Fundtech’s product lines include payments, cash

financial institutions and corporations.

management, financial messaging, Remote Deposit Capture, Merchant Services, and electronic invoice presentment. 15. On or about May 14, 2012, IP Dispute Resolution Corporation (“IPDR”) sent a

letter to Fundtech on behalf of AutoScribe alleging that AutoScribe owns the patents-in-suit and that “Autoscribe has recently reviewed Funtech’s [sic] Total Transact check by phone processing system and has determined that the system infringes at least one of Autoscribe’s check by phone 3

patents.” The May 14 letter also contains a threat of pursuing enforcement actions against Fundtech’s customers, stating that “Instead of pursuing Funtech’s [sic] customers that use the Total Transact system for patent infringement, Autoscribe has elected to contact Funtech [sic] directly for the purpose of amicably resolving this matter.” The letter further included a claim chart purporting to explain how use of Fundtech’s Total Transact system infringes claim 6 of the ‘171 Patent. IPDR also stated that it “has a limited period of time to amicably resolve this matter,” and requested an exchange of information that “will not be used against [Fundtech] in the event that we do not come to a resolution.” IPDR further referred to prior licensing

transactions with “several other third party check by phone system providers including Western Union, SpeedPay, Intell-A-Check, First Data, TSYS, Online Resources and Ontario Systems.” A true and correct copy of the May 14, 2012 letter is attached as Exhibit G. 16. In addition to contacting Fundtech directly, IPDR on behalf of AutoScribe, also

contacted several customers of Fundtech and its affiliates, including Mechanics Bank on or about July 17, 2012 and Jewish Hospital on or about August 15, 2012. A true and correct copy of the July 17, 2012 letter to Mechanics Bank is attached as Exhibit H and the August 15, 2012 letter to Jewish Hospital is attached as Exhibit I. 17. After being contacted by IPDR, Fundtech and IPDR had numerous

communications concerning AutoScribe’s allegations in an attempt to resolve the dispute. On or about February 13, 2013, IPDR sent an email to counsel for Fundtech stating that they are “only communicating and attempting to directly license Fundtech as an accommodation to Fundtech’s customers. An infringement lawsuit would charge Fundtech customers with infringement, not Fundtech.” In addition, IPDR threatened that “if the Nyro firm gets involved, the royalty rate will go up, as opposed to down.” A true and correct copy of the February 13, 2013 email is attached as Exhibit J. 4

18.

Fundtech is informed and believes that the reference to “the Nyro firm” is a

reference to the law firm “Niro Heller & Niro” who are attorneys of record on numerous lawsuits filed by AutoScribe on the patents-in-suit. For example, on April 30, 2010, AutoScribe filed suit against Wells Fargo Bank N.A. and Wells Fargo Financial, Inc. alleging infringement of the ‘171 Patent and the ‘315 Patent. See AutoScribe Corp. et. al., v. Wells Fargo Bank, N.A., et al., No. 4:10-cv-00202 (S.D. Iowa filed April 30, 2010) (Exhibit K). AutoScribe also filed suit on November 4, 2011 alleging infringement of the ‘171 Patent by AT&T Corporation, among others. See AutoScribe Corp., et al. v. AT&T Corp., et al., No. 1:11-cv-07855 (N.D. Ill. filed Nov. 4, 2011) (Exhibit L). On January 13, 2012, AutoScribe filed suit against BB&T

Corporation and others, alleging infringement of the ‘171 Patent. See AutoScribe Corp., et al. v. BB&T Corp., et al., No. 5:12-cv-22 (E.D.N.C. filed Jan. 13, 2012) (Exhibit M). In each of the above reference lawsuits, AutoScribe is being represented by the Niro firm. Accordingly,

Fundtech believes that unless it is willing to pay an exorbitant royalty to AutoScribe, AutoScribe will refer this matter to the Niro firm and file suit for infringement against Fundtech and/or its customers. 19. As a result of AutoScribe’s actions described above, Fundtech believes that

AutoScribe will file a suit for infringement of the patents-in-suit. 20. Fundtech believes that it does not infringe one or more valid claims of the patents-

in-suit and that one or more claims of the patents-in-suit are invalid. Accordingly, Fundtech has not violated any of AutoScribe’s purported rights and is not liable to AutoScribe, in law or equity. 21. An actual controversy exists between Fundtech and AutoScribe concerning

whether Fundtech infringes one or more valid claims of the patents-in-suit, and whether one or more claims of the patents-in-suit are valid. Accordingly, Fundtech now seeks a declaratory 5

judgment that one or more claims of the patents-in-suit are invalid and/or not infringed by Fundtech. FIRST COUNT (Declaratory Judgment Of Non-Infringement Of The Patents-In-Suit) 22. herein. 23. Upon information and belief, Fundtech has not and does not infringe, directly, Fundtech repeats the allegations contained in Paragraphs 1-21 as if fully set forth

contributorily, and/or by inducement, either literally or under the doctrine of equivalents, one or more valid claims of the patents-in-suit. 24. A judicial declaration as to whether Fundtech infringes one or more valid claims

of the patents-in-suit is necessary and appropriate at this time so that Fundtech can ascertain its rights and duties with respect to the parties and with regard to designing, developing, manufacturing, marketing, and selling its products and its use of products that AutoScribe alleges incorporate its patented technology. SECOND COUNT (Declaratory Judgment Of Invalidity Of The Patents-In-Suit) 25. herein. 26. Upon information and belief, one or more claims of the patents-in-suit are invalid Fundtech repeats the allegations contained in Paragraphs 1-24 as if fully set forth

and void because the claimed inventions do not satisfy the requirements for patentability under Title 35 of the United States Code, including without limitation, 35 U.S.C. §§ 101, 102, 103, and/or 112. 27. A judicial declaration as to whether the claims of the patents-in-suit are invalid

under one or more of the statutory provision identified above is necessary and appropriate at this 6

time so that Fundtech can ascertain its rights and duties with respect to the parties and with regard to designing, developing, manufacturing, marketing, and selling its products and its use of products that AutoScribe alleges incorporate its patented technology. WHEREFORE, Fundtech requests judgment as follows: 1. For a declaration that the claims of the patents-in-suit that AutoScribe alleges

Fundtech of infringing are invalid; 2. For a declaration that Fundtech does not infringe (directly, indirectly, literally

and/or under the doctrine of equivalents) any valid claim of the patents-in-suit; 3. For a declaration that AutoScribe and each of their officers, employees, agents,

alter egos, attorneys, and any persons in active concert or participation with them be restrained and enjoined from prosecuting or instituting any action against Fundtech claiming that the patents-in-suit are valid, enforceable and/or infringed, or from representing that Fundtech infringes the patents-in-suit; 4. For a determination that this case is exceptional under 35 U.S.C. § 285 and an

award to Fundtech of its attorneys’ fees, costs, and expenses in connection with this action; and 5. Such other and further equitable or legal relief as the Court deems just and proper. CARELLA, BYRNE, CECCHI, OLSTEIN, BRODY & AGNELLO Attorneys for Plaintiff

By: JAMES E. CECCHI Dated: March 1, 2013 Anthony H. Son WILEY REIN LLP 1776 K Street, N.W. Washington, D.C. 20006 (202) 719-7000 7