1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
A
TTORNEYS
A
T
L
AW
S
AN
F
RANCISCO
ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANY CASE NO. 1-11-CV-203163
LATHAM & WATKINS
LLP
Daniel M. Wall, SBN 102580 Alfred C. Pfeiffer, Jr., SBN 120965 Sadik Huseny, SBN 224659 505 Montgomery Street, Suite 2000 San Francisco, California 94111 Telephone: 415.391.0600 Facsimile: 415.395.8095 ORACLE CORPORATION Dorian Daley, SBN 129049 Deborah K. Miller, SBN 95527 500 Oracle Parkway M/S 5op7 Redwood City, CA 94070 Telephone: (650) 506-5200 Facsimile: (650) 506-7114 Attorneys for Defendant and Cross-Complainant Oracle Corporation SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA HEWLETT-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, 2011 Trial Date: February 27, 2012
DEFENDANT ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANY FOR (1)
FRAUD
; (2) DEFAMATION-LIBEL; (3) INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS; AND (4) INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE
Assigned for all Purposes to The Honorable James P. Kleinberg
DEMAND FOR JURY TRIAL
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
1
A
TTORNEYS
A
T
L
AW
S
AN
F
RANCISCO
ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANY CASE 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, a Delaware 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, a Delaware 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 Civil Procedure section 395.5 because HP’s principal place of business is situated in this County, the contract at issue was made and was to be performed in this County, and the conduct giving rise to HP’s liability arose in this County.
FACTUAL ALLEGATIONS
4.
This Cross-Complaint arises out of HP’s efforts to induce Oracle into an apparently perpetual and cost-free software development commitment for the Intel Itanium platform, supposedly implicit in a public reaffirmation of a colloquial “partnership,” while HP concealed 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 and libel when, in March 2011, Oracle announced that—like most other major software vendors before 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 for Itanium’s demise and the disruption to customers that unavoidably will occur when customers eventually migrate to newer platforms, and falsely claimed that Oracle has refused to provide ongoing software support and bug-fixes for Oracle’s current customers. HP has actively tried to
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
2
A
TTORNEYS
A
T
L
AW
S
AN
F
RANCISCO
ORACLE CORPORATION’S CROSS-COMPLAINT AGAINST HEWLETT-PACKARD COMPANY CASE NO. 1-11-CV-203163
foment anti-Oracle sentiment in the marketplace, continuing to misrepresent Itanium’s future and disparaging Oracle. 5.
The context of this Cross-Complaint is a business relationship between Oracle 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 computer hardware. 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 the way of an enterprise software business. Over time HP developed a substantial business providing various enterprise software services as well, but that was also complementary to Oracle’s offerings. With little “turf” to fight over and many mutual customers, a partnership in the 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 are numerous binding contracts between Oracle and HP. The parties signed formal contracts whenever 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 towards commonly-held goals without a formal contract, simply because the pursuit of their respective self-interests was sufficient to put them on the same path. Neither company ever agreed to act contrary to its own individual economic interest, however. 6.
The companies’ relationship changed as their previously aligned interests began to diverge. An important moment in this evolution was Oracle’s acquisition of Sun Microsystems, which positioned Oracle as one of HP’s three principal competitors in the market for computer servers. HP understood this was a transformative event, and wasted no time transitioning to a competitive relationship with Oracle. In July 2009, when Sun’s shareholders voted to approve the Oracle merger, HP launched a program called “SunSet” that targeted Sun’s server customers and attempted to induce them to switch to HP servers, alleging, among other things, that Oracle was not a stable and proven hardware vendor. HP’s accompanying press release said that it was cheaper to run Oracle’s database software on HP systems rather than Sun