Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 1 of 8 PageID #: 55577
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
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`C.A. No. 13-919-JLH
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`)))))))))
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`ARENDI S.A.R.L.,
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`GOOGLE LLC,
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`Plaintiff,
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`v.
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`Defendant.
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`GOOGLE’S MOTION FOR JUDGMENT AS A MATTER OF LAW OF
`NO DAMAGES BASED ON SAMSUNG AGREEMENT
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`POTTER ANDERSON & CORROON LLP
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`David E. Moore (#3983)
`Bindu A. Palapura (#5370)
`Andrew L. Brown (#6766)
`Hercules Plaza, 6th Floor
`1313 N. Market Street
`Wilmington, DE 19801
`Tel: (302) 984-6000
`dmoore@potteranderson.com
`bpalapura@potteranderson.com
`abrown@potteranderson.com
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`Attorneys for Defendant Google LLC
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`OF COUNSEL:
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`Robert W. Unikel
`John Cotiguala
`Matt Lind
`PAUL HASTINGS LLP
`71 South Wacker Drive, Suite 4500
`Chicago, IL 60606
`Tel: (312) 449-6000
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`Robert R. Laurenzi
`Chad J. Peterman
`PAUL HASTINGS LLP
`200 Park Avenue
`New York, NY 10166
`Tel: (212) 318-6000
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`Ginger D. Anders
`MUNGER, TOLLES & OLSON LLP
`601 Massachusetts Avenue NW, Suite 500E
`Washington, D.C. 20001
`Tel: (202) 220-1100
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`Vincent Y. Ling
`MUNGER, TOLLES & OLSON LLP
`350 S. Grand Avenue, 50th Floor
`Los Angeles, CA 90071
`Tel: (213) 683-9100
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`Dated: April 27, 2023
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`Public Version Dated: May 4, 2023
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`PUBLIC VERSION
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 2 of 8 PageID #: 55578
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`I.
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`INTRODUCTION
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`Defendant Google LLC (“Google”), pursuant to Federal Rule of Civil Procedure 50(a),
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`moves for a judgment as a matter of law (“JMOL”) of no damages resulting from Accused Apps
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`on Samsung devices. Samsung’s license to the ’834 patent forecloses those damages, and the Court
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`should instruct the jury to exclude any Accused Apps on Samsung devices from its calculation of
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`damages, should it consider them.
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`II.
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`LEGAL STANDARD
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`It is well settled
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`that a contract is to be construed in accordance with the parties’ intent,” MHR Capital Partners
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`LP v. Presstek, Inc., 912 N.E.2d 43, 47 (N.Y. 2009), and the “best evidence of what parties to a
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`written agreement intend is what they say in their writing,” Tomhannock, LLC v. Roustabout
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`Resources, LLC, 128 N.E.3d 674, 675 (N.Y. 2019). A contract that is “complete, clear, and
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`unambiguous on its face must be enforced according to the plain meaning of its terms . . . .” MHR,
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`912 N.E.2d at 645 (citation omitted). A contract is unambiguous if, on its face, it “is reasonably
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`susceptible of only one meaning . . . .” Selective Ins. Co. of Am. v. Cnty. of Rensselaer, 47 N.E.3d
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`458, 461 (N.Y. 2016) (citation omitted). A court may not strain the interpretation of a contract to
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`find an ambiguity that would not otherwise exist. See Uribe v. Merchs. Bank of N.Y., 693 N.E.2d
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`740, 743 (N.Y. 1998).
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`Ambiguity as to the meaning of the terms and the intent of the parties may raise a jury
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`question, but the threshold decision on whether a writing is ambiguous is the exclusive province
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`of the court. See Innophos, Inc. v. Rhodia, S.A., 882 N.E.2d 389, 392 (N.Y. 2008). Ambiguity is
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`present “if [the] language was written so imperfectly that it is susceptible to more than one
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`reasonable interpretation.” Brad H. v. City of N.Y., 951 N.E.2d 743, 746 (N.Y. 2011). “Extrinsic
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 3 of 8 PageID #: 55579
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`evidence of the parties’ intent may be considered only if the agreement is ambiguous,” Innophos,
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`882 N.E.2d at 392 (citation omitted), and extrinsic evidence may not be used to create an
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`ambiguity, Brad H., 951 N.E.2d at 746. In cases of doubt or ambiguity, a contract must be
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`construed most strongly against the party who prepared it and favorably to a party who had no
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`voice in the selection of the language. See Cheng v. Modansky Leasing Co., 539 N.E.2d 570, 573
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`(N.Y. 1989); 67 Wall St. Co. v. Franklin Nat’l Bank, 333 N.E.2d 184, 187 (N.Y. 1975). Where no
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`extrinsic evidence of the parties’ intent is offered, the construction of an ambiguous contract is a
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`question of law for the court. Hartford Accident & Indem. Co. v. Wesolowski, 305 N.E.2d 907, 909
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`(N.Y. 1973).
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`III. ARGUMENT
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`The Samsung Agreement is unambiguous. Arendi agrees, arguing that the Agreement
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`unambiguously does not license or release Accused Apps on Samsung devices. Although Arendi
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`attempts to reserve an argument that the Agreement is ambiguous, it identifies no alleged
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`ambiguity in the Agreement’s language. Rather, Arendi simply asserts that it would not have
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`intended to license or release Google
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` Such extrinsic evidence may not be considered without
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`a predicate determination that the Agreement is ambiguous. Arendi may not manufacture
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`ambiguity with its after-the-fact explanation. Brad H., 951 N.E.2d at 746.1 Moreover, the
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`Agreement includes
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`1 Arendi attempts to introduce further confusion by soliciting testimony from its damages expert
`Mr. Weinstein to interpret the license. See 4/26/23 Trial Tr. (Weinstein) at 662:8–13 (Q. “In your
`experience would you expect a licensee to release claims asserted against a different company in
`separate litigation without mentioning that separate company in the agreement? A. No. If that was
`the case, I would expect it to be specifically incorporated in the agreement itself.”). The Samsung
`Agreement must be interpreted according to the parties’ intent. Mr. Weinstein has no basis on
`which to opine on the parties’ intent memorialized in the Samsung Agreement.
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`2
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 4 of 8 PageID #: 55580
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` The Court thus can and should resolve the Samsung Agreement’s meaning as a matter of law.
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` This includes all Samsung devices on which
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`Accused Apps are installed, the Android operating system itself (which is pre-installed on each
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`Samsung device), and the Accused Apps themselves. See 4/24/23 Trial Tr. (Hedloy) at 235:11–20
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`(agreeing “that Samsung devices use an operating system”; “Android is an operating system for
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`many of the Samsung devices”; “an operating system is software”; and “the Google apps are
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`software”). Arendi did not dispute this—its only argument is that the Samsung Agreement does
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`not cover “after-market downloads” of the Accused Apps to Samsung devices. D.I. 426. Arendi is
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`wrong for three reasons.
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`First, the Samsung Agreement contains a broad release that encompasses Arendi’s claims
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`against Google for the Samsung-device apps:
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`Google is a supplier to Samsung, as Google supplies Android OS, which is installed on numerous
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` Both conditions are met in this case.
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`3
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 5 of 8 PageID #: 55581
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`Samsung devices, and the Accused Apps. 4/24/23 Trial Tr. (Hedloy) at 239:21–24 (“Q. Is it your
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`view that Google is a supplier to Samsung of the Android operating system and the Google apps,
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`correct? A. I think that’s right”).2 And Arendi’s claims in this action against the Samsung-device
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`apps
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` as Arendi claims infringement by apps
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`downloaded to and used on Samsung devices, which are Licensed Products. Additionally, the
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`Samsung-device apps interoperate with Android OS, another Licensed Product. Thus, Arendi’s
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`infringement claims against the Accused Apps that are downloaded onto a Licensed Product and
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`rely on another Licensed Product to function are clearly
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`The Agreement releases Google,
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` from all Arendi claims involving the Samsung-
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`device apps.
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`Second, the purportedly infringing use of the Accused Apps is licensed. As Mr. Hedloy
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`agreed,
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`Infringement of the computer-readable-medium claims requires an end user to use her Samsung
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`device to install an Accused App on that device. In the context of purported infringement related
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`to Samsung devices, those devices
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`2
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` Regardless, the record is clear that Google is a
`by supplying the Android operating system to Samsung.
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`4
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`o Samsung
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 6 of 8 PageID #: 55582
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`Third, even aside from the Agreement’s explicit release and license, Arendi’s claim to
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`damages for Samsung-device apps fails as a matter of law because its infringement allegations rely
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`on Licensed Products: Samsung hardware and pre-installed Android OS, both of which are
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`necessary to practice each asserted claim. Samsung hardware is the recited “computer readable
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`medium” of the computer-readable-medium claims 23 and 30. Arendi’s only response is that the
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`Accused Apps do not include Samsung hardware. D.I. 426 at 5. This response misses the point,
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`and it also ignores that Arendi’s accusations regarding the Accused Apps rely on Android OS
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`functionality,
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` D.I. 431 at 1–2. Arendi may not claim
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`infringement based on licensed products. See Oyster Optics, LLC v. Alcatel-Lucent USA, Inc., 816
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`F. App’x 438, 445–46 (Fed. Cir. 2020); Quanta Comput., Inc. v. LG Elecs., Inc., 553 U.S. 617,
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`628–30 (2008).
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`Further, to the extent the Samsung Agreement may be ambiguous, Arendi presented no
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`extrinsic evidence at trial from which a reasonable juror could conclude that the Samsung
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`Agreement does not cover the Samsung-device apps.
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`Mr. Hedloy testified that it was “not” “Arendi’s intent to have the Samsung agreement
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`cover the Google apps downloaded by users.” 4/24/23 Trial Tr. (Hedloy) at 162:18–21. Mr. Hedloy
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`further testified, however, that he agreed, on behalf of Arendi,
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` The “best evidence of what the parties to a written agreement intend is what they say
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`5
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 7 of 8 PageID #: 55583
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`in their writing.” Tomhannock, 128 N.E.3d at 675. No reasonable juror could determine that Mr.
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`Hedloy’s private intent trumps Arendi and Samsung’s clear intent memorialized in the Samsung
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`Agreement.
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`As Arendi was a party to the Samsung Agreement, any ambiguity must be construed
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`against it and in favor of Google, who had no say in the language chosen. See Cheng, 539 N.E.2d
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`at 573; 67 Wall St. Co., 333 N.E.2d at 187. Moreover, the Agreement’s integration clause, PX0077
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`§ 8.3 (“[t]his Agreement sets forth the entire agreement and understanding between the Parties”),
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`renders Mr. Hedloy’s testimony as to his personal intent irrelevant. To the extent Mr. Hedloy’s
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`private intent departs from what was committed to writing in the agreement, it is superseded.
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`IV. CONCLUSION
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`For these reasons, the Court should grant judgment as a matter of law of no damages as to
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`Accused Apps on Samsung devices.
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`6
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`Case 1:13-cv-00919-JLH Document 542 Filed 05/04/23 Page 8 of 8 PageID #: 55584
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`POTTER ANDERSON & CORROON LLP
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`By: /s/ David E. Moore
`David E. Moore (#3983)
`Bindu A. Palapura (#5370)
`Andrew L. Brown (#6766)
`Hercules Plaza, 6th Floor
`1313 N. Market Street
`Wilmington, DE 19801
`Tel: (302) 984-6000
`dmoore@potteranderson.com
`bpalapura@potteranderson.com
`abrown@potteranderson.com
`
`
`Attorneys for Defendant Google LLC
`
`OF COUNSEL:
`
`Robert W. Unikel
`John Cotiguala
`Matt Lind
`PAUL HASTINGS LLP
`71 South Wacker Drive, Suite 4500
`Chicago, IL 60606
`Tel: (312) 449-6000
`
`Robert R. Laurenzi
`Chad J. Peterman
`PAUL HASTINGS LLP
`200 Park Avenue
`New York, NY 10166
`Tel: (212) 318-6000
`
`Ginger D. Anders
`MUNGER, TOLLES & OLSON LLP
`601 Massachusetts Avenue NW, Suite 500E
`Washington, D.C. 20001
`Tel: (202) 220-1100
`
`Vincent Y. Ling
`MUNGER, TOLLES & OLSON LLP
`350 S. Grand Avenue, 50th Floor
`Los Angeles, CA 90071
`Tel: (213) 683-9100
`
`Dated: April 27, 2023
`10780804 / 12599.00040
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`7
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`Public Version Dated: May 4, 2023
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