bateman, david - vol. i · fff case 2:13-cv-07764-fmo-agr document 176-9 filed 01/05/16 page 8 of...

4811-2759-4284.1

EXHIBIT 53

Case 2:13-cv-07764-FMO-AGR Document 176-9 Filed 01/05/16 of 15 Page ID #:4724

David Bateman 12/4/2014Highly Confidential Attorneys' Eyes Only

tobyfeldman.com NATIONWIDE SERVICES (800) [email protected] Toby Feldman, Inc. Certified WOB

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

______________________________________________________

YARDI SYSTEMS, INC., ) Video Deposition of:

) DAVID BATEMAN

Plaintiff, )

)

-v- ) Case No.

) 2:13-CV-07764-FMO-CW

PROPERTY SOLUTIONS )

INTERNATIONAL, INC., )

)

Defendant. )

______________________________)

)

PROPERTY SOLUTIONS ) HIGHLY CONFIDENTIAL

INTERNATIONAL, INC., ) ATTORNEYS' EYES ONLY

)

Counterclaimant, )

)

-v- )

)

YARDI SYSTEMS, INC., )

)

Counterdefendant. )

______________________________________________________

December 4, 2014 * 9:02 a.m.

Location: TechLaw Ventures

3290 West Mayflower Way

Lehi, Utah

Reporter: Diane W. Flanagan, RPR

Videographer: Ryan Reverman, CLVS

EXHIBIT 53 PAGE 000528




51

1 software so nobody could possibly even get to the one

2 server where we found it during the -- during the --

3 the process of gathering documents in discovery.

4 Q. In May of 2012 the Tweedledum server

5 containing the copy of the Voyager software was taken

6 to Pune. Is that correct?

7 A. The -- yes, the -- the -- the machine that

8 had it -- that we had it on -- the software installed

9 on in the U.S. was taken to India.

10 Q. And you gave the order that that should

11 happen?

12 A. Yes.

13 Q. And how was -- just physically how was that

14 Tweedledum server transported to India?

15 A. Yeah. So as -- we're a small company, a

16 startup, like still scraping by, running breakeven,

17 trying to make payroll and out in India we had --

18 servers in India -- any electronics in India is twice

19 as expensive as electronics in the United States. And

20 so whenever -- every single time I went to India I

21 brought servers to India with me. And I would get

22 like a suitcase and I would put one, and if I could

23 fit it, two servers, and I would bring them with me so

24 that -- because I'd rather pay half as much for

25 servers in the U.S. and save that money instead of



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1 Xento or how that -- I'm not involved in those sorts

2 of accounting processes so I can't comment on that.

3 Q. Who did you give the Tweedledum server to in

4 Pune in May of 2012?

5 A. Rahul Nagpure, which is our IT manager out

6 there.

7 Q. And what did you tell him to do with it?

8 MR. ACKER: Assumes facts.

9 You can answer.

10 A. I told him to use the server to -- you know,

11 we had a little server closet out there that we would

12 use for whatever purpose, whether it was storing our

13 code repositories or staging servers or whatever. So

14 I just told him -- every time I'd bring a server I'd

15 say, hey, you know, put this to good use. And we'd

16 usually have some problem over there that, hey, it

17 would be nice to have an extra server for this or

18 that. And so his directive would have been to use the

19 server to -- for whatever he needed it for.

20 Q. When you gave it to him, did you know that

21 the Tweedledum server contained a copy of the Voyager

22 software?

23 A. Yes.

24 Q. And what did you tell him -- did you tell

25 him it contained a copy of the Voyager software?



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1 A. I don't remember.

2 Q. Did you tell him anything about the Voyager

3 software?

4 A. I don't remember.

5 Q. Before you took the Tweedledum server to

6 Pune, did you take any steps to disable or otherwise

7 eliminate the Voyager software from the Tweedledum

8 server?

9 A. Did -- did I personally?

10 Q. Yes.

11 A. I wouldn't have known how to do that. I --

12 I didn't personally take any steps to -- to remove it.

13 What we did is we decommissioned the server. Once

14 Yardi asked us to verify that there was no -- that

15 there were no copies of Voyager around, we

16 decommissioned the server and -- so people weren't

17 accessing it. So but as far as removing it from the

18 server, I -- I didn't take any steps to actually, you

19 know, wipe it or remove it.

20 Q. Was the server decommissioned in the United

21 States?

22 A. It -- it was unplugged, yeah. Well, it

23 was -- we told everybody everyone not to access it,

24 and I don't know if they shut it off or what they did

25 exactly but --



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1 Q. What about when the Tweedledum was taken to

2 Pune, was it --

3 A. Uh-huh.

4 Q. -- did it remain decommissioned or was it

5 recommissioned?

6 A. I told them, hey, here's a server you can

7 use for whatever you want, have at it. And so I

8 didn't tell them to wipe it or clean it off or

9 anything like that.

10 MR. MCDERMOTT: Should we take five?

11 MR. ACKER: Sure.

12 THE VIDEOGRAPHER: Going off record. The

13 time is 10:11 a.m.

14 (Break taken.)

15 THE VIDEOGRAPHER: Returning on the record.

16 The time is 10:24 a.m.

17 Counsel.

18 Q. (By MR. MCDERMOTT) Why didn't you wipe clean

19 the Tweedledum server before you took it to Pune?

20 A. I don't -- I don't remember the reason for

21 not wiping it clean. I don't remember -- I don't

22 remember thinking should we wipe it clean. I just --

23 I don't -- I don't know.

24 Q. Between February and May of 2012, did

25 Property Solutions take any action to eliminate copies



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1 receiving a copy of the Voyager software from WNG?

2 A. Any recollection of it?

3 Q. Yes.

4 A. Yes. I remember -- again, it was -- it was

5 a long time back, but I certainly remember the

6 generalities of all the conversations and that we

7 needed -- we needed to get access to be able to

8 fulfill the request that WNG was making for us. I

9 remember having dialogue and -- and -- and being given

10 access to it.

11 Q. In February of 2012 you knew that Property

12 Solutions had received a copy of the Voyager software

13 from WNG?

14 A. In February of 2012?

15 Q. Yes.

16 A. I -- yeah, I probably didn't remember the

17 details of it. But I would have remembered needing --

18 like having some conversations with Yardi about

19 getting access to it.

20 Q. In February of 2012 you knew that Property

21 Solutions had a copy of the Voyager software.

22 Correct?

23 A. In -- in February of 2012?

24 Q. Correct.

25 A. Yes, I would have known that.



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1 Q. And you had discussions with people from

2 Yardi in February 2012. Correct?

3 A. Yes.

4 Q. Did you ever tell anyone from Yardi that

5 Property Solutions had received a copy of the Voyager

6 software from WNG?

7 A. I don't remember -- I don't remember telling

8 them that, no.

9 Q. Did you tell anyone from Yardi in February

10 of 2012, as you've said here, that an individual from

11 Yardi told Property Solutions that it could obtain a

12 copy of the Voyager software from WNG?

13 A. I don't remember having that conversation,

14 no.

15 Q. Between February and May of 2012 Property

16 Solutions did tell Yardi that it did not have a copy

17 of the Voyager software. Correct?

18 A. We -- there was a letter that was sent to

19 Yardi that I've recently reviewed that -- that says

20 that we did not have a copy.

21 Q. And that wasn't true, was it?

22 A. The -- the circumstances surrounding that

23 letter that was sent -- there was a call that

24 proceeded the letter. And when that call took

25 place -- and even before I think Ben -- Ben -- on



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1 Yardi that it did not have a copy of the Voyager

2 software, that statement was false. Correct?

3 A. What would have been better, more clear,

4 more accurate to say is that we have -- we are not

5 accessing any copies of the system. Did we have a

6 copy on that server that had been -- we'd told

7 everybody don't access it, I believe the server had

8 been decommissioned so nobody could access it.

9 That's -- that's the reality of it is that it was

10 there but we had -- we had decommissioned the server

11 and told people not to access it.

12 So that's what we should have put in the

13 letter is Property Solutions is not accessing the

14 Voyager software. To say that Property Solutions

15 doesn't have a copy of it was not factually accurate.

16 Q. It was false.

17 A. Yeah, it was -- it was not factually

18 accurate.

19 Q. You verbally told Yardi -- you personally

20 verbally told Yardi in February of 2012 that Property

21 Solutions did not have a copy of Voyager on its

22 servers. Do you recall saying that?

23 A. I remember saying there may or may not be a

24 copy of the software. And, again, I knew there was a

25 copy of the software. But, again, we thought they



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1 were trying to sue us. We weren't -- we were trying

2 to give them no information. We didn't want to

3 volunteer any information they could use to sue us and

4 trap us. And so, again, I should have been more

5 forthright and more direct in my response, but I told

6 them we may or may not have a copy. I didn't -- I

7 didn't want to say anything that wasn't -- wasn't

8 accurate, and so I was trying to be careful about what

9 I was saying and the language.

10 Q. At the time you told Yardi that Property

11 Solutions may or may not have a copy, you knew that

12 Property Solutions had multiple copies of Voyager

13 software. Correct?

14 A. I only knew that -- I knew that there was

15 one version of Voyager installed on that server that

16 we -- we've discussed. I didn't know about any of the

17 other copies.

18 Q. Okay. So when you told Yardi that you may

19 or may not have a copy of the Voyager software

20 installed, you knew that you -- that Property

21 Solutions had at least one copy of Voyager software

22 installed. Correct?

23 A. Yeah, I wasn't -- I was trying not to

24 volunteer any information that we didn't need to

25 volunteer. And so I -- what I said is we may or may



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1 THE VIDEOGRAPHER: Going back on record.

2 The time is approximately 1:06 p.m.

3 Counsel.

4 MR. ACKER: John, before we start, there was

5 just one clarification that Mr. Bateman wanted to make

6 to his testimony this morning if that's okay.

7 MR. MCDERMOTT: Absolutely.

8 A. So just dealing with the conversations

9 between us and Bryant Shoemaker, that --

10 Q. Yes.

11 A. -- all those conversations didn't take place

12 in late 2004 but over a couple of years, so all the

13 way through 2006. So all -- the entirety of the

14 conversations happened over a period of time versus

15 like at a specific point in time.

16 Q. Thank you. So they -- you had a number of

17 discussions with Shoemaker between 2004 and 2006?

18 A. Yeah. I mean, it wasn't -- the dialogue

19 wasn't isolated to just the end of 2004, but that's

20 when kind of the dialogue began.

21 Q. So in 2004 -- can you recall what was

22 verbally said in 2004 as opposed to anything that's

23 reflected in emails?

24 A. I -- I don't remember the specifics of the

25 verbal conversations. It's more -- I remember that



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1 generally we talked to them and the purpose behind

2 which we were having the conversations which was to

3 obtain a copy of the software and -- but I don't

4 remember the verbal -- like what's kind of jarred my

5 memory is the email correspondence that we've reviewed

6 recently. But I don't remember the specifics of the

7 verbal conversations, just that there were verbal

8 conversations.

9 Q. In 2004 -- do you recall what in 2004

10 Shoemaker told you about a copy of the Voyager

11 software?

12 A. I don't remember what exactly happened in

13 each conversation over that -- like what happened

14 first and what -- I don't remember the exact sequence.

15 Q. Okay. Mr. Bateman, I'm handing you

16 Exhibit 101.

17 (Brief pause.)

18 A. Okay.

19 Q. In 2008 did Property Solutions have a copy

20 of MRI's software installed on a Property Solutions'

21 server?

22 A. I don't know.

23 Q. In 2008 did Property Solutions access MRI's

24 property management software through a customer

25 server?



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1 posed to them so long as such questions were related

2 to Property Solutions' custom software integrations

3 with Yardi software." That's not a true statement, is

4 it? In other words, you didn't -- you and Mr. Zimmer

5 did not attempt to honestly and fully answer the

6 questions that Yardi posed to you.

7 A. Again, we felt -- we felt at the time like

8 we were trying to be trapped by Yardi into some, you

9 know -- they were -- they were trying to get us to

10 walk through a legal minefield over and over again,

11 and we took the fastest path cross the minefield to

12 avoid stepping on a landmine. We were -- we were

13 purposefully vague in our responses, and we -- we

14 should have been more forthright in those

15 communications with them in retrospect.

16 We -- certainly some of the statements made

17 were factually inaccurate, but again we -- what we

18 were trying to communicate in that response is, look,

19 we don't want to have Voyager on our servers any more

20 than you do. We're trying to get -- you know, we want

21 to get rid of it, and that was the effort made on our

22 end is to get people to stop using it and get rid of

23 it.

24 Q. On the second page, the first full

25 paragraph, "Property Solutions has asked me to



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1 that -- you know, what damages could possibly be, who

2 knows. So I was just trying to communicate why that

3 was having some downward pressure on what the company

4 could be valued at. And we knew -- we knew because we

5 were launching Entrata Core, you know --

6 Q. I'm sorry. We knew because we were

7 launching?

8 A. Oh, yeah. So in paragraph 3 it talks about

9 how our revenue's in jeopardy. And had we never

10 launched Entrata Core which competes head on with

11 Yardi Voyager, I don't believe that any of this -- if

12 Yardi didn't think we were going that direction and if

13 Yardi didn't have -- I mean, Anant was asking Ben in

14 meetings are you guys building a competitive product,

15 which I couldn't believe he actually asked that

16 question because obviously that's a trade secret for

17 us.

18 But until he started to feel like we were

19 going to compete with him on accounting software,

20 that's when everything changed. We had years of

21 cooperative, you know, dialogue and interaction with

22 Yardi. And as soon as they caught wind that we were

23 building Entrata Core, everything just changed

24 overnight. It went from collegial and, you know,

25 nice, positive cooperative interactions to all this



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1 REPORTER'S CERTIFICATE

2 STATE OF UTAH )

) ss.

3 COUNTY OF SALT LAKE )

4 I, Diane W. Flanagan, Registered

Professional Reporter in and for the State of Utah, do

5 hereby certify:

6 That prior to being examined, the witness,

DAVID BATEMAN, was by me duly sworn to tell the truth,

7 the whole truth, and nothing but the truth;

8 That said deposition was taken down by me in

stenotype on December 4, 2014, at the place herein

9 named and was thereafter transcribed, and that a true

and correct transcription of said testimony is set

10 forth in the preceding pages.

11 I further certify that, in accordance with

Rule 30(e), a request having been made to review the

12 transcript, a reading copy was sent to Mr. Acker for

the witness to read and sign and then return to me for

13 filing with Mr. McDermott.

14 I further certify that I am not of kin or

otherwise associated with any of the parties to said

15 cause of action and that I am not interested in the

outcome thereof.

16

WITNESS MY HAND this 10th day of December,

17 2014.

18

19

20

21 ______________________________

Diane W. Flanagan, RPR

22

23

24

25



bateman, david - vol. i · fff case 2:13-cv-07764-fmo-agr document 176-9 filed 01/05/16 page 8 of...

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