michael a. jacobs (ca sbn 111664) [email protected] ......case no. 2:13-cv-07764 fmo (cwx) michael a....

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STATEMENT OF

UNCONTROVERTED FACTS Case No. 2:13-cv-07764 FMO (CWx)

MICHAEL A. JACOBS (CA SBN 111664)[email protected] Morrison & Foerster LLP 425 Market Street San Francisco, California 94105-2482 Telephone: 415.268.7000 Facsimile: 415.268.7522

ERIC M. ACKER (CA SBN 135805)[email protected] CHRISTIAN G. ANDREU-VON EUW (CA SBN 265360) [email protected] JOHN R. LANHAM (CA SBN 289382) [email protected] Morrison & Foerster LLP 12531 High Bluff Drive San Diego, California 92130-2040 Telephone: 858.720.5100 Facsimile: 858.720.5125 Attorneys for Defendant/Counterclaimant PROPERTY SOLUTIONS INTERNATIONAL, INC.

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

YARDI SYSTEMS, INC.,

Plaintiff,

v.

PROPERTY SOLUTIONS INTERNATIONAL, INC.,

Defendant.

Case No. 2:13-CV-07764-FMO-CW

STATEMENT OF UNCONTROVERTED FACTS

FILED UNDER SEAL PURSUANT TO JANUARY 16, 2015, PROTECTIVE ORDER

PROPERTY SOLUTIONS INTERNATIONAL, INC.,

Counterclaimant,

v.

YARDI SYSTEMS, INC.,

Counterdefendant.

Date: May 7, 2015 Time: 10:00 a.m Ctrm: 22 Judge: Honorable Fernando M. Olguin

Pretrial Conference: May 29, 2015 Trial Date: Jun. 16, 2015

Case 2:13-cv-07764-FMO-AGR Document 100-2 Filed 04/03/15 of 178 Page ID #:1351

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I. DEFENDANT’S STATEMENT OF FACTS

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D1. Property Solutions

International, Inc.

(“Property

Solutions”) was

founded in 2003

Zimmer Tr. [Ex.

74]19-20 (Property

Solutions was

incorporated in 2003)

Undisputed


was founded by

three students at

Brigham Young

University

Ex. 12 at 31 (Yardi

Dep. Ex. 173 at

YAR-0020409)

(email introducing

Property Solutions to

Yardi and explaining

that Property

Solutions got its start

from a business plan

competition at BYU)

Bateman Tr. [Ex.

66]13:13-14:2

(identifying three

founders)

Undisputed


was founded with

Ex. 12 at 31 (Yardi

Dep. Ex. 173 at

Disputed

(misstates

Ex. 12 at 31 (Yardi

Dep. Ex. 173 at

2 STATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

the goal of

designing and

marketing a new

property

management

software product

YAR-0020409)

(email introducing



that Property

Solutions started

with the intention of

building a web-based

property

management

software application)

Bateman Tr. [Ex.

66]19:9-11 (when

Property Solutions

first started, it was

going to build

accounting software)

testimony) YAR-0020409)

D4. Property Solutions’

property

management

software product

was re-branded

from VantageXP to

ResidentWorks

Bateman Tr. [Ex.

66]11:9-23

Undisputed

3 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

beginning around

2004


launched Entrata

Core in 2012

Hanna Tr. [Ex. 68]

30:24-31:4 (Property

Solutions released

Entrata Core in

2012)

Zimmer Tr. [Ex.

74]23:2-16

(ResidentWorks was

rebranded as Entrata

Core in 2012)

Bateman Tr. [Ex.

66]38:14-18

(Property Solutions

renamed its property

management system

as Entrata Core in

2012)

Undisputed

D6. Early in the life of

the Property

Solutions, the

company’s

Ex. 12 at 31 (Yardi

Dep. Ex. 173 at

YAR-0020409)

(email introducing

Undisputed

4 STATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

founders changed

their primary focus

to the development

of websites and

other portals for

existing property

management

software



that Property

Solutions decided to

build a portal

product)

Bateman Tr. [Ex.

66]19:5-25 (Property

Solutions focused on

building websites

and payment

systems)

D7. ResidentWorks

remained a passive

project for Property

Solutions for

several years

Bateman Tr. [Ex.

66]16:23-17:5

(ResidentWorks was

a “passive back-end

project” until around

2009)

Undisputed


original integration

products included

ResidentPay®,

Hanna Tr. [Ex. 68]

12:16-24

(ResidentPay,

ProspectPortal and

Undisputed

5 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

ProspectPortal®,

and

ResidentPortalTM.

ResidentPortal were

the “core set” of

tools when Property

Solutions was

founded)

D9. ProspectPortal® is

a marketing portal

for apartment

communities that

allows prospective

tenants to apply for

an apartment

online.

Hanna Tr. [Ex. 68]

27:14-21

Undisputed

D10. ResidentPortalTM

allows residents to

pay rent and/or

submit work orders

online.

Hanna Tr. [Ex. 68]

27:14-21

Undisputed

D11. ResidentPay®

allows for online

payment of rent

and/or application

fees.

Hanna Tr. [Ex. 68]

27:14-21

Undisputed

6 STATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS


add-on products

integrate with a

number of core

property

management

software systems

including Yardi

Voyager, AMSI,

RealPage, MRI,

Skyline, and Jenark

Hanna Tr. [Ex. 68]

27:9-28:7

Undisputed

D13. With assistance

from Yardi

personnel, Property

Solutions

developed a custom

integration utility

which facilitates

moving data into

and out of the

Yardi Voyager

software and

Voyager databases

Bateman Tr. [Ex.

66]124:14-18

(Property Solutions’

integration utility

facilitates moving

data into and out of

Voyager)

Shroff Tr. [Ex. 71]

[Ex. 71] 60:11-12

(Property Solutions

integration “talked

to” the Voyager

software database)

Disputed

(misstates

testimony,

compound,

insufficient

evidence to show

“assistance” from

Yardi personnel)

Ex. 66 at 747

(Bateman Dep. Tr.

124:14–18)

Ex. 71 at 817 (Shroff

Dep. Tr. 60:11–12)

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NO. UNDISPUTED

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PARTY

EVIDENCE SUPPORTING

FACTS

D14. Yardi develops,

markets, and sells

database and

application

software for the

property

management

industry

Am. Compl. ¶ 14 Undisputed

D15. Yardi’s principal

product is a core

property

management

system branded as

Yardi Voyager

Am. Compl. ¶ 1; 15 Undisputed

D16. Yardi encourages

third party

developers to

develop specialized

add-on products

and modules for its

Am. Compl. ¶ 17 Disputed

(misstates

evidence)

Am. Compl. ¶ 17

8 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

property

management

software

D17. Yardi charges

clients a $2,500

annual fee to use a

third-party

integration.

Beane Tr. [Ex.

67]44:24-46:7

Yardi 12/11/14 Tr.

[Ex. 72] 57:22-58:2

Undisputed

D18. In 2004, Western

National Group

(“WNG”)

expressed interest

in using Property

Solutions’ portal

products with their

Yardi property

management

system.

Ex. 12 (Yardi Dep.

Ex. 173)

Shoemaker Tr. [Ex.

70] 10:16-14:8

Yardi 12/11/14 Tr.

Undisputed

9 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

[Ex. 72] 8:5-9:10

Bateman Tr. [Ex.

66]63:1-67:7

(explaining

interactions with

WNG, Yardi)

D19. In September 2004

Property Solutions

contacted Yardi to

obtain Voyager’s

database schema

and a test system to

facilitate

development of its

integration.

Ex. 12 at 31-32

(Yardi Dep. Ex. 173

at 1-2)

Shoemaker Tr. [Ex.

70] 15:13-16:19

Yardi 12/11/14 Tr.

[Ex. 72] 9:11-10:10

Bateman Tr. [Ex.

66]63:1-67:7

(explaining

interactions with

WNG, Yardi, and

Undisputed

10 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

request for Voyager

access)

D20. A database schema

“is a technique for

organizing the

database, the

different elements

in the database,

including tables

and columns. And

it captures how

they are stored.”

Yardi 12/11/14 Tr.

[Ex. 72] at 9:20-24.

Undisputed

D21. Yardi’s Genesis

program was the

desktop application

version of Yardi

Voyager.

Millar Tr. [Ex. 69]

18:6-19:14

Disputed Ex. 64 at 695 ¶ 16

(Declaration of

Anant Yardi (“Yardi

Decl.”) at 5 ¶ 16)

D22. In October 2004, Ex. 1 (Dep. Ex. 1) Undisputed

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Yardi sent Property

Solutions a license

file for Genesis.

(email containing

license file)

Millar Tr. [Ex. 69]

15:19-17:19

Shroff Tr. [Ex. 71]

82:18-83:1 (Property

Solutions’ copy of

Genesis was

provided by Yardi)

Shoemaker Tr. [Ex.

70] 28:23-29:3

D23. The Genesis

license file enabled

Shoemaker Tr. [Ex.

70] 44:22-25

Undisputed

12 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

access to the Yardi

Genesis property

management

software.

Yardi 12/11/14 Tr.

[Ex. 72] 20:8-12

D24. Some Yardi clients

use Voyager in a

“hosted”

environment,

which is run on

Yardi’s servers

Millar Tr. [Ex. 69]

7:18-8:1

Undisputed

D25. Some Yardi clients

use Voyager in a

“self-hosted”

environment,

which is run on the

client’s servers

Millar Tr. [Ex. 69]

8:2-11

Undisputed

D26. In June 2006, Ex. 2 at 4 (Dep. Ex. 3 Undisputed

13 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Property Solutions

was preparing to

launch its Voyager

portal integration

for WNG.

at PSI-0000001)

(email stating that

Property Solutions is

preparing to launch

integration)

Bateman Tr. [Ex.

66]63:2-65:25,

112:8-20 (discussing

conversations with

WNG, Bryant

Shoemaker, and

Property Solutions

from 2004-2006)

D27. In June 2006,

Property Solutions

contacted Yardi to

confirm that WNG

could provide

Property Solutions

with “another copy

of their database so

we can test on it.”

Ex. 2 at 4 (Dep. Ex. 3

at PSI-0000001)

(email requesting

database)

Shoemaker Tr. [Ex.

70] 37:12-42:20

Yardi 12/11/14 Tr.

[Ex. 72] 16:12-18:21

Undisputed

14 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:2-65:25,

112:8-20

D28.


at PSI-0000001)

Yardi 12/11/14 Tr.

[Ex. 72] 18:17-21

Bateman Tr. [Ex.

Undisputed

15 STATEMENT OF



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NO. UNDISPUTED

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PARTY

EVIDENCE SUPPORTING

FACTS

66]64:21-65:25

Shoemaker Tr. [Ex.

70] 38:12-41:18

D29.

Shoemaker Tr. [Ex.

70] 41:10-42:20.

Undisputed

D30.

Yardi 12/11/14 Tr. Undisputed

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

[Ex. 72] 188:2-5

D31. Yardi has

withdrawn its claim

that “Yardi’s

database schemas

for its Voyager

software, alone or

in combinations of

schema(s)” is a

trade secret

Compare Ex. 24

(Yardi 3rd Am.

Disclosure of Trade

Secrets) ¶ 18, with

Ex. 25 (Yardi 4th

Am. Disclosure of

Trade Secrets) ¶ 18.

Undisputed

D32. In June 2006,

Bryant Shoemaker

was a Yardi Vice

President

Shoemaker Tr. [Ex.

70] 6:10-7:7

(Shoemaker was

Vice President)

Yardi 12/1/14, Tr.

6:3-19

Undisputed

17 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

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PARTY

EVIDENCE SUPPORTING

FACTS

D33.

Ex. 13 (Dep. Ex.

176)

Shoemaker Tr. [Ex.

70] 42:21-44:24

Shoemaker Tr. [Ex.

70] 47:18-24, 48:9-

15

Yardi 12/11/14 Tr.

[Ex. 72] 19:9-21:2

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 13 (Dep. Ex.

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

D34.

Ex. 14 (Dep. Ex.

177)

Shoemaker Tr. [Ex.

70] 47:18-24, 48:9-

15

Yardi 12/11/14 Tr.

[Ex. 72] 24:2-9

Undisputed

19 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

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PARTY

EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]64:21-65:25

D35. The Voyager

license file allowed

Property Solutions

to install and

operate the

Voyager

application

Shoemaker Tr. [Ex.

70] 44:22-24

Yardi 12/11/14 Tr.

[Ex. 72] 20:8-15

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 68 at 809

(Shoemaker Dep. Tr.

44:22–24)

Ex. 70 at 835 (Yardi

Dec. 11, 2014, Dep.

Tr. 20:8–15)

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

(No evidence that

PSI used the license

file from WNG)

Ex. 64 at 696 ¶ 20

(Declaration of


Decl.”) at 6 ¶ 20)

D36. Jason Alfano was a

Yardi systems

analyst and

member of the

application service

provider (“ASP”)

team since 2007

Alfano Tr. [Ex. 65]

9:16-11:7

Undisputed

D37.

Alfano Tr. [Ex. 65]

22:15-23

Undisputed

21 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

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PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 5 (Dep. Ex. 135)

D38. By September

2008, Property

Solutions had

provided Yardi

with instructions

for installing the

Property Solutions

custom integration

utility with

Voyager

Ex. 6 (Dep. Ex. 136)

Ex. 7 (Dep. Ex. 137)

Alfano Tr. [Ex. 65]

24:25-25:11

Undisputed

D39. The Property Ex. 7 at 20-21 (Dep. Undisputed

22 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Solutions

instructions for

installing its

integration utility

with Voyager listed

specific tables used

in the Voyager

database

Ex. 137 at YAR-

0017948-49)

Alfano Tr. [Ex. 65]

27:5-28:18

D40. In April 2008, a

Yardi employee

provided Property

Solutions with

login credentials

that allowed

of a

Voyager

development

environment

Ex. 4 at 12 (Dep. Ex.

53 at PSI-0000965)

Beane Tr. [Ex.

67]81:2-84:14

Undisputed

D41. In November of

2008, Yardi

provided Property

Ex. 3 (Dep. Ex. 5)

Millar Tr. [Ex. 69]

Disputed

(misstates

evidence;

Ex. 3 (Dep. Ex. 5)

23 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Solutions with a

login for both the

interface and

database of the

Voyager

development site

29:2-33:3

insufficient

evidence)

(Millar Dep. Tr.

32:22–33:9)

D42. The Yardi

development site

provided access to

Yardi 12/11/14 Tr.

[Ex. 72] 58:12-59:1

Disputed in part

(compound;

misstates

evidence)

Ex. 72 at 846-847

(Yardi Dec. 11,

2014, Dep. Tr.

58:21–59:7)

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D43. In January 2009,

Jason Alfano told a

Yardi

representative that

Ex. 8 (Dep. Ex. 140)

Alfano Tr. [Ex. 65]

35:22-38:19

Undisputed

D44. In January 2009,

Jason Alfano also

told a Yardi

representative that

Ex. 8 (Dep. Ex. 140)

Alfano Tr. [Ex. 65]

35:22-38:19

Undisputed

25 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D45.

Ex. 9 at 25 (Dep Ex.

141 at YAR-

0069140)

Alfano Tr. [Ex. 65]

44:17-45:18

Shroff Tr. [Ex. 71]

56:8-57:4, 98:1-12

(Yardi approved

Property Solutions

use of a test database

for Lincoln)

Undisputed

D46. Ex. 21 at 78 (Dep. Undisputed

26 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 245 at 23)

Yardi 12/11/14 Tr.

[Ex. 72] 240:1-241:6

D47.

Ex. 21 at 94 (Dep.

Ex. 245 at 39)

Yardi 12/11/14 Tr.

[Ex. 72] 241:22-

242:7

Undisputed

27 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D48.

Ex. 10 (Dep. Ex.

152)

Alfano Tr. [Ex. 65]

69:7-72:3

Disputed

(misstates

evidence)

Ex. 10 (Dep. Ex.

152)

28 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D49. In November 2009,

Jason Alfano

confirmed that

Ex. 10 (Dep. Ex.

152)

Alfano Tr. [Ex. 65]

69:7-72:3

Undisputed

D50. In September 2010,

Jason Alfano

directed a Property

Solutions employee

to obtain a Voyager

database password

from a mutual

client.

Ex. 11 (Dep. Ex.

154)

Alfano Tr. [Ex. 65]

77:11-80:7

Undisputed

D51. By 2008, Yardi had

lost multiple large

clients to Property

Solutions’ portal

products and add-

Ex. 15 (Dep. Ex.

187)

Undisputed

29 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

ons

Ex. 16 (Dep. Ex.

188)

Yardi 12/11/14 Tr.

[Ex. 72] 69:10-72:13

30 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D52. Yardi needed to

reach out to its

customers because,

Yardi 12/11/14 Tr.

[Ex. 72] 69:22-70:6

Undisputed

D53A In November 2009,

Ex. 17 (Dep. Ex.

206)

Ex. 18 (Dep. Ex.

208)

Disputed

(misstates

evidence)

Ex. 17 (Dep. Ex.

206)

Ex. 18 (Dep. Ex.

208)

31 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Yardi 12/11/14 Tr.

[Ex. 72] 124:10-

125:13, 126:13-

127:10


Dec. 11, 2014, Dep.

Tr. 47:4–8)

Ex. 72 at 852-855

(Yardi Dec. 11,

2014, Dep. Tr.

124:10-125:13,

126:13-127:10)

Ex. 55 at 372 (PSI-

0009798, May 14,

2007 email from Ben

Zimmer to James

Beane at Yardi)

32 TATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

)

Ex. 74 at 907

(Zimmer Dep. Tr.

87:4–19)

Ex. 74 at 908

(Zimmer Dep. Tr.

93:14–24)

Ex. 74 at 909

(Zimmer Dep. Tr.

33 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

119:8–19)

Ex. 74 at 910-911

(Zimmer Dep. Tr.

139:11–140:1)

D53B

Ex. 18 (Dep. Ex.

208)

Disputed

(misstates

evidence)

Ex. 17 (Dep. Ex.

206)

Ex. 18 (Dep. Ex.

208)

34 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 17 (Dep. Ex.

206)


Dec. 11, 2014, Dep.

Tr. 47:4–8)

Ex. 72 at 852-855

(Yardi Dec. 11,

2014, Dep. Tr.

124:10-125:13,

126:13-127:10)

Ex. 55 at 372 (PSI-

0009798, May 14,

35 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

2007 email from Ben

Zimmer to James

Beane at Yardi)

Ex. 74 at 907

(Zimmer Dep. Tr.

87:4–19)

Ex. 74 at 908

(Zimmer Dep. Tr.

93:14–24)

36 TATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 74 at 909

(Zimmer Dep. Tr.

119:8–19)

Ex. 74 at 910-911

(Zimmer Dep. Tr.

139:11–140:1)

37 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D54.

a

violation of the

parties’ 2006 Non-

Disclosure

Agreement.

Yardi 12/11/14 Tr.

[Ex. 72] 51:22-52:4

Disputed

(insufficient

evidence)

Ex. 72 at 842-844

(Yardi Dec. 11,

2014, Dep. Tr.

51:22–53:4)

Ex. 55 at 372 (PSI-

0009798, May 14,

2007 email from Ben

Zimmer to James

Beane at Yardi)

38 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 74 at 907

(Zimmer Dep. Tr.

87:4–19)

Ex. 74 at 908

(Zimmer Dep. Tr.

93:14–24)

Ex. 74 at 909

(Zimmer Dep. Tr.

119:8–19)

Ex. 74 at 910-911

39 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

(Zimmer Dep. Tr.

139:11–140:1)

D55. Gordon Morrell is

a “senior member”

of Yardi.

Yardi 12/11/14 Tr.

[Ex. 72]197:24-

198:1

Undisputed

D56. Terri Dowen was

Yardi’s “head of

sales” in 2007.

Yardi 12/11/14 Tr.

[Ex. 72] 34:19-22

Undisputed

D57.

Ex. 20 (Dep. Ex.

211)

Yardi 12/11/14 Tr.

[Ex. 72] 134:16-

134:25

Undisputed

40 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D58.

Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18.

Disputed

(misstates

testimony;

insufficient


Dec. 11, 2014 Dep.

Tr. 136:6–18)

41 OF



1

2

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5

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13

14

15

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17

18

19

20

21

22

23

24

25

26

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28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

evidence)

Ex. 72 at 868

42 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 72 at 869-870

(Yardi Dec. 11, 2014

Dep. Tr. 193:22–

194:8)

Ex. 72 at 871-873

43 TATEMENT OF



1

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5

6

7

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11

12

13

14

15

16

17

18

19

20

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22

23

24

25

26

27

28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D59. was one

of Yardi’s key

software

developers.

Yardi 12/11/14 Tr.

[Ex. 72] 128:9-129:3

Undisputed

D60.

Ex. 19 (Dep. Ex.

210)

Yardi 12/11/14 Tr.

[Ex. 72] 133:1-4

Undisputed

D61.

Ex. 19 (Dep. Ex.

210)

Disputed

(misstates

Ex. 19 (Dep. Ex.

210)

44 STATEMENT OF



1

2

3

4

5

6

7

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10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Yardi 12/11/14 Tr.

[Ex. 72] 132:8-

134:13

evidence)

D62.

Ex. 19 (Dep. Ex.

210) (email from

Jay Shobe)

Yardi 12/11/14 Tr.

[Ex. 72] 132:8-

134:13

Undisputed

D63.

Ex. 19 (Dep. Ex.

210)

Yardi 12/11/14 Tr.

[Ex. 72] 132:8-

134:13

Undisputed

45 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D64. Yardi alleges that

“Property Solutions

has acquired

Yardi’s trade

secrets with

knowledge, or

reason to know,

that the trade

secrets were

acquired by

improper means.”


D65. Yardi’s trade secret

claim alleges that

Property solutions

“copied the

Voyager software

without

authorization in

violation of Yardi’s


46 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

exclusive

copyrights.”


claim alleges that

“upon information

and belief,

[Property

Solutions] induced

mutual clients of

Yardi and Property

Solutions to

disclose trade

secret information

to Property

Solutions in

violation of their

license agreements

and/or

confidentiality

agreements with

Yardi.”



claim alleges that

“upon information


47 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

and belief,

[Property

Solutions]

improperly

accessed the

Voyager software

without

authorization

through access that

Yardi granted its

clients pursuant to

license agreements

and/or

confidentiality

agreements.”

D68. Yardi has taken the

position that the

proprietary,

confidential, and/or

trade secret

software or other

information

accessed by

Property Solutions

included Yardi

Ex. 26 (Yardi Resp.

to Rog. 2, 3/17/14)

Undisputed

48 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Voyager and Yardi

Genesis.

D69. Yardi’s disclosure

of trade secrets

identifies the

“Voyager software

program in its

entirety” as an

alleged Yardi trade

secret.

Ex. 25 (Yardi 4th

Am. Disclosure of

Trade Secrets) ¶ 23

Undisputed

D70. Yardi has disclosed

that Anant Yardi

will testify as an

expert witness

regarding “[t]he

nature of Yardi’s

trade secrets and

other confidential

information at issue

in this litigation.”

Ex. 27 (Pltf.’s

Disclosure of Expert

Witness Anant

Yardi, 1/30/15) at ¶ 3

Undisputed

D71. Yardi has disclosed

that Anant Yardi

will testify as an

Ex. 27 (Pltf.’s

Disclosure of Expert

Witness Anant

Undisputed

49 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

expert witness

regarding “the

misappropriation of

Yardi’s trade

secrets by Property

Solutions

International, Inc.”

Yardi, 1/30/15) at ¶ 4

D72. During his

deposition as an

expert witness,

Anant Yardi

testified that

Yardi 3/12/15 Tr.

90:17-91:5

Undisputed

50 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D73. During his

deposition as an

expert witness,

Anant Yardi

testified that

Yardi 3/12/15 Tr.

[Ex. 73] 90:17-91:5

Undisputed


has only accessed

Voyager through

user-level access

and access to the

database.

Hanna Tr. [Ex. 68]

130:11-14 (the

Property Solutions

wiki page for

Voyager contained

“the inside link to

access it, the outside

link to access it, the

user names and

passwords”)

Disputed

(insufficient

evidence;

contradicted by

D40–42 (Property

Solutions

provided access to

Voyager

development

environment))

51 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Hanna Tr. [Ex. 68]

141:23-142:6

(Property Solutions

had a Yardi Voyager

login that “was the

same for

everybody”)

Ex. 28 (Property

Solutions’ Fourth

Am. Resp. to Rog. 6,

Oct. 31, 2014; Appx.

A. to Fourth Am.

Resp. to Rog. 6)

(providing list of

specific interactions

that Property

Solutions personnel

accessed Yardi

software, including

sales demonstrations;

access to

screenshots, database

tables and field

names; and

performing “certain

52 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

actions in its

software and

referenc[ing] the

Yardi software to

determine what

occurred in the

software, including

which tables and

fields in the database

were affected by the

transaction;” and

“access[ing] the

databases of mutual

Yardi/Property

Solutions’ clients”)

Yardi 12/11/14 Tr.

[Ex. 72] 59:2-7

(

D75. Property Solutions Ex. 29 (Property Undisputed

53 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

never decompiled

Yardi source code

Solutions Resp. to

Rog. 23, Aug. 29,

2014) (Property

Solutions “has

uncovered no

evidence that it has

ever viewed or

accessed any portion

of the source code

for the Voyager

software or any code

obtained from any

attempt to decompile

any portion of the

Voyager software”)

Bateman Tr. [Ex.

66]128:11-14 (“I

know for a fact we

never had Yardi

code.”)

Shroff Tr. [Ex. 71]

100:15-22 (Shroff

never attempted to

decompile Voyager

54 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

code)

Hanna Tr. [Ex. 68]

198:1-12 (not aware

of Property Solutions

accessing or

attempting to access

Yardi source code)


never viewed Yardi

source code

Ex. 29 (Property

Solutions Resp. to

Rog. 23, Aug. 29,

2014) (Property

Solutions “has

uncovered no


ever viewed or


of the source code

for the Voyager


obtained from any


any portion of the


Bateman Tr. [Ex.

Undisputed

55 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

66]128:11-14 (“I

know for a fact we

never had Yardi

code.”)

Shroff Tr. [Ex. 71]

100:15-22 (Shroff

never attempted to

decompile Voyager

code)

Hanna Tr. [Ex. 68]

198:1-12 (not aware


accessing or


Yardi source code)

D77.

Hanna Tr. [Ex. 68]

145:22-146:5

Disputed

(insufficient

evidence)

Ex. 68 at 772-773

(Hanna Dep. Tr.

145:22-146:5)

56 STATEMENT OF



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

57 STATEMENT OF


NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D78. Certain screenshots

of the Voyager user

interface are not

trade secrets

Yardi 12/11/14 Tr.

[Ex. 72] 275:12-

278:3

Ex. 22 (Dep. Ex.

250) (collection of

screen shots

discussed in Yardi

deposition)

Undisputed

D79. Some portions of

the Voyager user

interface were

publicly available

on the Yardi

website

Yardi 12/11/14 Tr.

[Ex. 72] 273:25-

275:8

Ex. 23 (Dep. Ex.

251) (copy of Yardi

website)

Undisputed

D80. Yardi has

withdrawn its claim

that “[t]he screen

layouts and data

fields in Yardi’s

voyager software

for the journal

entry and charge

screens” is a trade

Compare Ex. 24

(Yardi 3rd Am.

Disclosure of Trade

Secrets) ¶ 19, with

Ex. 25 (Yardi 4th

Am. Disclosure of

Trade Secrets) ¶ 19.

Undisputed


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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

secret

D81. Voyager is used by

around 100,000 to

250,000 people on

a daily basis

Yardi 3/12/15 Tr.

[Ex. 73] 110:19-25

Undisputed

D82. Yardi contends that

“[e]very time that

Property Solutions

requested and

obtained access to

the Voyager

software or

confidential Yardi

information from

Yardi clients,

Property Solutions

interfered with and

caused a breach of

that client’s

contract with

Yardi.”

Ex. 30 (Yardi 2d

Supp. Resp. to Rog.

8, 11/25/14)

Undisputed

D83. Yardi contends that


Ex. 30 (Yardi 2d

Supp. Resp. to Rog.

Undisputed

58 STATEMENT OF



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18

19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

induced the

contractual

breaches identified

in Yardi’s

supplemental

response to

Interrogatory No. 9

by asking the

identified mutual

clients to provide

PSI with copies of

the Voyager

software and

database, license

files for the

Voyager software,

log-in credentials

(including

usernames and

passwords) for the

Voyager software,

access to the

Voyager software,

and/or other Yardi

confidential,

10, 11/25/14)

59 STATEMENT OF



1

2

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5

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7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

proprietary and

copyrighted

information as a

condition of

resolving technical

issues for those

clients and for the

purpose of

developing and

maintaining its own

software.”

D84. Yardi’s alleges that


breached the

parties’ implied

contract by using

information that

Yardi provided it in

confidence for the

sole purpose of

resolving specified

technical issues to

develop Entrata,”

the Property

Solutions property


60 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

management

system.

D85. Yardi claims that it

began to suspect

that Property

Solutions “might

be

misappropriating

its trade secrets

beginning in mid-

2011 when it first

heard that

[Property

Solutions] might be

developing a

property

management

system.”

Ex. 26 (Yardi Resp.

to Rog. 13, 3/17/14).

Undisputed

D86. Yardi claims that

Property Solutions

has infringed

Yardi’s

copyrighted

material by

Am. Compl. ¶ 45. Undisputed

61 STATEMENT OF



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10

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13

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18

19

20

21

22

23

24

25

26

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28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

“knowingly and

intentionally

copying and using

the Voyager

software without

Yardi’s

authorization and

without a license to

do so.”

D87. Yardi claims “[t]he

entirety of Yardi’s

Voyager software

falls within the

scope of, and is

protected by,

Yardi’s copyrights,

and Yardi believes

that PSI has

infringed the

Voyager software

in its entirety.”

Ex. 26 (Yardi Resp.

to Rog 4, 3/17/14).

Undisputed

D88. Yardi’s damages

expert, Justin

Lewis, states that

Ex. 31 at 233 (Expert

Report of Justin

Lewis, 1/30/14, at 7)

Undisputed

62 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

“PSI is alleged to

have violated

Yardi’s exclusive

right to reproduce

its copyrighted

material by, among

other things,

knowingly and

intentionally

possessing,

copying, accessing

and using the

Voyager software

without Yardi’s

authorization and

without a license to

do so. PSI has

admitted to having

and accessing a

copy of the Yardi

Voyager software

beginning no later

than July 21,

2006.”

63 STATEMENT OF



1

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7

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16

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18

19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

D89. Yardi’s damages

expert, Justin

Lewis, states that

“[w]hile damages

would begin from

the time that PSI

first possessed,

copied, accessed or

used Voyager

software, I

calculated damages

starting from

Ex. 31 at 235 (Expert

Report of Justin

Lewis, 1/30/14, at 9)

Undisputed


Property Solutions

“obtained log-in


64 STATEMENT OF



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13

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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

credentials and/or

license files issued

to Yardi clients,

and used such log-

in credentials

and/or license files

to access the

Voyager software

without

authorization”


only accessed

Yardi software by

using user log-in

credentials, or by

license files

originally

generated by Yardi

Shroff Tr. [Ex. 71]

98:21-100:3

(Property Solutions

had login credentials

for the Voyager

software but never

viewed Voyager

source code)

Hanna Tr. [Ex. 68]

130:11-14 (the

Property Solutions

wiki page for

Voyager contained

login credentials)

Undisputed

65 STATEMENT OF



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3

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5

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11

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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Hanna Tr. [Ex. 68]

141:23-142:6

(Property Solutions

had a Yardi Voyager

login that “was the

same for

everybody”)

Ex. 28 (Property

Solutions’ Fourth


Oct. 31, 2014; Appx.

A. to Fourth Am.

Resp. to Rog. 6)

(providing list of


that Property

Solutions personnel

accessed Yardi

software, including


access to

screenshots, database

tables and field

names; and


66 STATEMENT OF



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7

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10

11

12

13

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18

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23

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

actions in its

software and

referenc[ing] the

Yardi software to

determine what

occurred in the

software, including

which tables and



transaction;” and

“access[ing] the

databases of mutual

Yardi/Property


Ex. 14 (Dep. Ex.

177) (

)

Shoemaker Tr. [Ex.

70] 47:18-24, 48:9-

15 (

r

67 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Yardi 12/11/14 Tr.

[Ex. 72] 24:2-9

Bateman Tr. [Ex.

66]64:21-65:25


“On February 23,

2012, Property

Solutions

responded to

Yardi’s inquiry in a

letter sent to

Yardi’s offices by

stating that it did


68 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

not have any copies

of the Voyager

software in its

possession and that

it is not accessing

the Voyager

software. Notably,

Property Solutions

framed its response

only in the present

tense, i.e., that it

did not currently

have access to the

Voyager software.

It did not assert that

it had never had

such access.”


“Notwithstanding

Property Solutions’

carefully worded

denials, Yardi

continued to

suspect that

Property Solutions


69 STATEMENT OF



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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

was accessing and

using its

confidential and

proprietary

information and

copyrighted

software.”

70 STATEMENT OF



1

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3

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7

8

9

10

11

12

13

14

15

16

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18

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20

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24

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28

II. PLAINTIFF’S STATEMENT OF FACTS

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P94. Voyager is not sold

at Best Buy or

Amazon.com like

general off-the-shelf

software.

Ex. 64 at 692 ¶ 7

Undisputed

P95. The Voyager

software is licensed,

not sold.

Ex. 64 at 692 ¶ 7

(Declaration of


Decl.”) at 2 ¶ 7)

Disputed (legal

argument;

conflicting

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 321:24-

322:4

P96. The Voyager

software is licensed

to clients

exclusively through

Yardi.

Ex. 64 at 692 ¶ 7

(Declaration of


Decl.”) at 2 ¶ 7)

Undisputed

P97. Licenses are entered

into on an individual

basis, with each

client entering into a

written contract

Ex. 64 at 692–93 ¶ 8

(Declaration of


Decl.”) at 2–3 ¶ 8)

Disputed

(compound;

insufficient

evidence)

71 STATEMENT OF



1

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5

6

7

8

9

10

11

12

13

14

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16

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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

with Yardi that sets

out the licensing

terms, including

confidentiality.

P98. The licensing

agreements specify

that Voyager

usernames and

passwords can only

be issued to the

client’s employees

or subcontractors

who will access

Voyager in

conjunction with the

client’s rights and

responsibilities

pursuant to the

agreement.

Ex. 64 at 692–93 ¶ 8

(Declaration of


Decl.”) at 2–3 ¶ 8)

Ex. 33 at 275 (YAR-

0228099–106, 2005

Software License and

Service Agreement

between Triton

Investments and

Yardi Systems, Inc.,

at YAR-0228103,

Standard Terms

¶ 4(b)

r

Disputed

(compound;

conflicting

evidence)

Ex. 33 at 275

(emphasis added);

D50, supra,

(undisputed that a

Yardi employee

directed Property

Solutions to obtain a

Voyager database

password from a

72 STATEMENT OF



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11

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23

24

25

26

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

mutual client).

P99. The Voyager

software cannot be

accessed without a

valid username and

password.

Ex. 64 at 693 ¶ 9

(Declaration of


Decl.”) at 3 ¶ 9)

Undisputed

P100. Yardi limits how

many usernames

and passwords may

be issued per license

agreement and who

the credentials can

be issued to.

Ex. 64 at 693 ¶ 9

(Declaration of


Decl.”) at 3 ¶ 9)

Ex. 33 at 272 (YAR-

0228099–106, 2005


Service Agreement

between Triton

Investments and

Yardi Systems, Inc.,

at YAR-0228100,

Disputed in part

(compound;

conflicting

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 16:19

73 STATEMENT OF



1

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Schedule A ¶ 1)

P101. Yardi has license

agreements in place

with its numerous

clients.

Ex. 64 at 692–93

(Yardi Decl. at 2–3

¶ 8)

Ex. 72 at 887-888

(Yardi Dec. 11,

2014, Dep. Tr. at

302:20–303:4)

Ex. 30 at 221–22

(Plaintiff Yardi

Systems, Inc.’s

Second Supplemental

Responses to

Undisputed

74 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Interrogatories Nos.

8, 9, and 10,

Response to

Interrogatory No. 8

at 4–5)

Ex. 34 (YAR-

0083162–71, 2007

Application Hosting

and Software License

Agreement between

Jones & Jones

Management Group,

Inc. and Yardi

Systems, Inc.)

Ex. 33 (YAR-

0228099–106, 2005


Service Agreement

between Triton

Investments and

Yardi Systems, Inc.)

Ex. 54 (YAR-

0095168–78, 2003

Application Hosting

75 STATEMENT OF



1

2

3

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5

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7

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11

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13

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18

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22

23

24

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


Agreement between

Yardi Systems, Inc.

and Alliance

Residential)

P102. Yardi executed a

license agreement

with Triton

Investments.

Ex. 33 (YAR-

0228099–106, 2005


Service Agreement

between Triton

Investments and

Yardi Systems, Inc.)

Undisputed

P103. Yardi’s license

agreement with

Triton Investments

limits the scope of

Triton Investments’

use of Yardi

Voyager software.

Ex. 33 at 275 (YAR-

0228099–106, 2005


Service Agreement

between Triton

Investments and

Yardi Systems, Inc.

at YAR-0228103,

Standard Terms ¶ 3)

Undisputed

76 STATEMENT OF



1

2

3

4

5

6

7

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9

10

11

12

13

14

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16

17

18

19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


license agreement

Ex. 34 (YAR-

0083162-71, 2007

Undisputed

77 STATEMENT OF



1

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7

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9

10

11

12

13

14

15

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18

19

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23

24

25

26

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

with Jones & Jones

Management Group.

Application Hosting


Agreement between

Jones & Jones

Management Group,

Inc. and Yardi

Systems, Inc.)

P105. Yardi’s license

agreement with

Jones & Jones

Management Group

limits the scope of

Jones & Jones’ use

of Yardi Voyager

software.

Ex. 34 at 279 (YAR-

0083162-71, 2007

Application Hosting


Agreement between

Jones & Jones

Management Group,

Inc. and Yardi

Systems, Inc., at

YAR-0083162,

Agreeemnt ¶ 3(b))

Undisputed


license agreement

with Alliance

Ex. 54 (YAR-

0095168-78, 2003

Application Hosting

Undisputed

78 STATEMENT OF



1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

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25

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Residential. and Software License

Agreement between

Yardi Systems, Inc.

and Alliance

Residential)

P107. The parties executed

a non-disclosure

agreement (“NDA”)

in 2004 which

stated, among other

things, that:

“Pursuant to the

NDA that the parties

executed in 2004,

“each party agree[d]

to hold in

confidence all

information

received from the

other and to use

such information

only for the purpose

of evaluating a

possible future

Ex. 44 at 341 (Dep

Ex. 61 at YAR-

0000001).

Disputed in part

(compound;

misquotes

agreement;

misstates

evidence)

Ex. 44 at 341

79 STATEMENT OF



1

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7

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13

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

business

relationship.”

All “software or

materials supplied

under this

agreement” “may

not be copied, [and]

shall be kept in

confidence by the

receiving party[.]”

P108. The parties executed

an NDA in 2006

which stated, among

other things, that:

“[e]ach party

specifically

acknowledges that

the other party’s

propriety software

programs, if any, are

valuable

Confidential

Information and

agrees that they will

Ex. 52 at 352 (Dep.

Ex. 62 at YAR-

0000002 ¶ 2).

Undisputed

80 STATEMENT OF



1

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3

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5

6

7

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9

10

11

12

13

14

15

16

17

18

19

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25

26

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

not modify, reverse

engineer, duplicate,

simulate, decompile,

create derivative

works from, or

disassemble the

software programs

without the other

party’s prior written

consent.”

P109. The 2006 NDA

defined Confidential

Information to

include “all

technical and non-

technical

information either

party discloses or

provides to the

other,” including:

“information

regarding

copyrighted . . . or

trade secret material

or other intellectual

Ex. 52 at 352 (Dep.

Ex. 62 at YAR-

0000002 ¶ 1).

Undisputed

81 STATEMENT OF



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

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

property,” “software

programs,”

“database

architecture,” “user

manuals,” “software

documentation,

ideas . . . know-

how, techniques,

schema . . .

algorithms,” and

“any information

related to current,

future, and proposed

software, products

and services.”

P110. PSI requested

usernames,

passwords, license

files, or installation

media for the

Voyager software

from various mutual

clients.

Ex. 36 at 292 (PSI-

0502910–17, May 4,

2011 emails between

Rahul Sinha and

Dharmesh Shroff, at

PSI-0502912)

Undisputed

82 STATEMENT OF



1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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24

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


Dep. Tr. 49:1–14)

Ex. 57 at 380 (Dep.

Ex. 78 at PSI-

0511619)

Ex. 37 at 298 (Dep.

Ex. 69 at PSI-

0095740)

P111. On June 22, 2006, Ex. 2 at 4 (Dep. Ex. 3 Undisputed

83 STATEMENT OF



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23

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

David Bateman

emailed Bryant

Shoemaker to ask if

PSI could get a copy

of a Yardi database

from WNG.

at PSI-0000001).

P112. In June 2006,

Shoemaker was

Vice President of

Special Projects at

Yardi.


Dec. 11, 2014 Dep.

Tr. 18: 6–12).

Undisputed

P113.

Ex. 70 at 805

(Shoemaker Dep. Tr.

40:6–42:20)

Ex. 72 at 833-834


Dep. Tr. 18:17–

19:2).


Decl. at 6 ¶ 19).

Disputed

(compound;

misstates

evidence;

conflicting

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 18:17-19:2

Yardi 12/11/14 Tr.

[Ex. 72] 22:3-22

84 STATEMENT OF



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5

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11

12

13

14

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19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Shoemaker Tr. [Ex.

70] 40:6–42:20

P114. Shoemaker Ex. 2 at 4 (Dep. Ex. 3 Undisputed

85 STATEMENT OF



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5

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7

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12

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

informed Bateman

that, because the

NDA was still in

effect, WNG could

provide PSI with a

current database.

at PSI-0000001).

P115. At the time Yardi

authorized WNG to

send PSI a copy of

its Voyager

database, Yardi did

not believe PSI

would use the

database to develop

competing software

in violation of the

NDA.

Ex. 70 at 805

(Shoemaker Dep. Tr.

40:6–41:2)


Decl. at 7 ¶ 21)

Disputed

(compound;

insufficient

evidence;

conflicting

evidence)

Yardi presents no

evidence that “PSI . .

. use[d] the database

to develop competing

software in violation

of the NDA.”

Yardi 12/11/14 Tr.

[Ex. 72] 21:3-23:6

P116. Ex. 14 at 35 (Dep. Undisputed

86 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 177 at PSI-

0328201)

P117. The license file that

was sent to PSI on

June 27, 2006 was

for Voyager 5.0.

Ex. 70 at 797 & 810-

811 (Shoemaker

Dep. Tr. 14:3–23 &

47:22–48:15)

Undisputed

P118.


at PSI-0000001)

Disputed

(conflicting

evidence)

Ex. 13

Shoemaker Tr. [Ex.

70] 42:21-44:24

87 STATEMENT OF



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20

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24

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28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Shoemaker Tr. [Ex.

70] 38:17-25

There is no evidence

that Mr. Shoemaker

or Yardi ever

objected to

P119. The Voyager

database is not the

Voyager application

itself.


Dec. 11, 2014, Dep.

Tr. 187:4–10)

Undisputed

P120. A license file is

something that

enables a pointer


Dec. 11, 2014, Dep.

Disputed in part

(conflicting

More accurate

definitions of a

88 STATEMENT OF



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7

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11

12

13

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19

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22

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

system to

communicate with

the databases.

Tr. 20:9–12) evidence) “license file” exist.

Shoemaker Tr. [Ex.

70] 44:22-24

Yardi 12/11/14 Tr.

[Ex. 72] 20:8-15

P121. PSI used various

Voyager clients’

usernames and

passwords in order

to log into the

Voyager user

interface.

Ex. 35 at 289 (Dep.

Ex. 94 at PSI-

0106510)


Dep. Tr. 37:12–20)

Disputed

(insufficient

evidence cited)

The evidence cited

by Yardi does not

support the

contention that PSI

used clients’

usernames and

passwords to log into

the user interface, as

opposed to clients’

Voyager databases.

89 STATEMENT OF



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11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

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28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 36 at 293–93

(Dep. Ex. 98 at PSI-

0502912–13)


Dep. Tr. 49:1–14)

Ex. 48 at 346–47

(PSI-0103886–89,

Jan. 3, 2012 email

from Venky to Rahul

Chaudhari, at PSI-

0103887–88)

(

Ex. 35 at 289

Ex. 36 at 293

Ex. 48 at 346-47

Ex. 58 at 383-84

90 STATEMENT OF



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12

13

14

15

16

17

18

19

20

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22

23

24

25

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 58 at 383–84

(PSI-0108473–74,

Feb. 1, 2010 email

chain with Ben

Zimmer, Dharmesh

Shroff, John Hanna,

and Dave Bateman,

at PSI-0108473)

P122.

Ex. 36 at 292–93


0502912–13)


Dep. Tr. 49:1–14)

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 36 at 292-93

(Shroff email reads

in full:

91 STATEMENT OF



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13

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Evans

responds that

Shroff Tr. [Ex. 71]

49:1-14 (

Insufficient evidence

that PSI asked for

access to

P123.

Ex. 36 at 293–93


0502912–13)

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 36 at 292-93

(Shroff email reads

in full:

92 STATEMENT OF



1

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5

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10

11

12

13

14

15

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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


Dep. Tr. 49:1–14)

Evans

responds that

”)

Shroff Tr. [Ex. 71]

49:1-14 (

93 STATEMENT OF



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13

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P124. PSI questioned

internally whether it

would “be a

problem” to use

PSI’s copy of the

Voyager software

with Triton’s

database “[s]ince

that is not a copy we

purchased.”

Ex. 36 at 291 (Dep.

Ex. 98 at PSI-

0502911)

Disputed

(misstates

evidence; omits

evidence)

Bateman Tr. [Ex.

66]109:19-110-24

(explaining that term

“problem” in Ex. 36

referred to SQL

server compatibility

between Triton’s

SQL server and

demo environment)

Ex. 36 at 291 (email

referenced by Yardi

reads in full:

94 STATEMENT OF



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7

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12

13

14

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16

17

18

19

20

21

22

23

24

25

26

27

28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P125.

Ex. 58 at 383–84

(PSI-0108473–74,

Feb. 1, 2010 email

chain with Ben

Zimmer, Dharmesh

Shroff, John Hanna,

and Dave Bateman,

at PSI-0108473)

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 58 at 383-84

(email chain states

that Property

Solutions

email chain does not

support that

”)

P126.

Ex. 37 at 298 (Dep.

Ex. 69 at PSI-

0095740)

Undisputed

95 STATEMENT OF



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5

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7

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9

10

11

12

13

14

15

16

17

18

19

20

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22

23

24

25

26

27

28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P127.

Ex. 37 at 298 (Dep.

Ex. 69 at PSI-

0095740)

Undisputed

P128.

Ex. 37 at 298 (Dep.

Ex. 69 at PSI-

0095740)

Undisputed

96 STATEMENT OF



1

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3

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5

6

7

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9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P129.

Ex. 37 at 298 (Dep.

Ex. 69 at PSI-

0095740)

Undisputed

P130.

Ex. 48 at 346 (PSI-

0103886–89, Jan. 3,

2012 email from

Venky to Rahul

Chaudhari, at PSI-

0103887)

Disputed

(misstates

evidence;

conflicting

evidence)


states that Pantier has

confirmed

;

does not state that

Property Solutions

requested access.)

Ex. 75 at 913 (Dep.

Ex. 159)

97 STATEMENT OF



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13

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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 75 at 914-915

(Dep. Ex. 159)

Alfano Tr. [Ex. 65]

at 92:13-93:11

P131.

Ex. 48 at 346–47

(PSI-0103886–89,

Jan. 3, 2012 email

from Venky to Rahul

Chaudhari, at PSI-

0103887–88)

Disputed

(compound;

misstates

evidence)


states that Pantier has

confirmed

98 STATEMENT OF



1

2

3

4

5

6

7

8

9

10

11

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13

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

;

does not state that

Property Solutions

requested access.)

Ex. 48 at 346

)

Ex. 75 at 913 (Alfano

Dep. Ex. 159) (Scott

was an

employee)

Ex. 75 at 914-915

(Alfano Dep. Ex.

159)

99 STATEMENT OF



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18

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Alfano Tr. [Ex. 65]

at 92:13-93:11

P132. PSI maintained a list

of links to Yardi

Voyager software

obtained from Yardi

customers.

Ex. 48 at 345 (PSI-

0103886–89, Jan. 3,

2012 email from

Venky to Rahul

Chaudhari, at PSI-

0103886)

Disputed

(insufficient

evidence)

Ex. 48 contains

insufficient evidence

that list was ever

actually created, or

that it is referring to

the Voyager software

rather than links to

“Client Voyager

links” for the

Property Solutions

integration utility.

P133. PSI had complete

access to a

Ex. 59 at 389–91

(PSI’s Second Am.

Disputed in part

(vague as to

Ex. 28 (Property

Solutions’ Fourth

100 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

functional copy of

the Voyager

software.

Response to Yardi’s

Interrogatory No. 3,

Third Am. Response

to Interrogatory No.

11 and Fourth Am.

Response to

Interrogatories No. 1,

2, and 6, Response to


at 4–6)

Ex. 59 at 391–92

(PSI’s Second Am.



Third Am. Response


11 and Fourth Am.

Response to



“complete

access”;

compound as to

“complete access”

plus “functional

copy”)


Oct. 31, 2014; Appx.

A. to Fourth Am.

Resp. to Rog. 6)

(providing list of


that Property

Solutions personnel

accessed Yardi

software, including


access to screenshots,

database tables and

field names; and


actions in its

software and

referenc[ing] the

Yardi software to

determine what

occurred in the

software, including

which tables and



101 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


at 6–7)

Ex. 38 at 310–17

(Property Solutions

International, Inc.’s

First Am. Response

to Yardi Systems,

Inc.’s Interrogatories

No. 4, 18, and 25,

Response to


at 10–17)

transaction;” and

“access[ing] the

databases of mutual

Yardi/Property


Ex. 29 (Property

Solutions Resp. to

Rog. 23, Aug. 29,

2014) (Property

Solutions “has

uncovered no


ever viewed or


of the source code

for the Voyager


obtained from any


any portion of the


Bateman Tr. [Ex.

66]128:11-14 (“I

know for a fact we

never had Yardi

102 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

(continued below) code.”)

Shroff Tr. [Ex. 71]

100:15-22 (Shroff

never attempted to

decompile Voyager

code)

Hanna Tr. [Ex. 68]

198:1-12 (not aware


accessing or


Yardi source code)

103 STATEMENT OF



1

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11

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13

14

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

(continued from

above)

Ex. 32 at 243

Ex. 47 at 344 (PSI-

0096073, Dec. 13,

2006 email from

Derik Epperson to

David Bateman)

Ex. 49 at 348 (Dep.

Ex. 65)

104 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P134. PSI had access to

client Voyager

databases.

Ex. 38 at 304–08

(Property Solutions

International, Inc.s’

First Amended

Response to Yardi

Systems, Inc.’s


18, and 25, Response


4, at 4–8)

Ex. 48 at 346–47

(PSI-0103886–89,

Jan. 3, 2012 email

from Venky to Rahul

Chaudhari, at PSI-

0103887–88)

Undisputed

105 STATEMENT OF



1

2

3

4

5

6

7

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9

10

11

12

13

14

15

16

17

18

19

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23

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 46 at 343 (Dep.

Ex. 96) (PSI had

access to Excel’s

database)

P135. PSI had access to at

least one Voyager

user manual.

Ex. 50 at 349 (PSI-

0143194, May 19,

2007 email from

David Bateman to

‘Pravin,’)

Disputed

(insufficient

evidence;

conflicting

evidence;

misstates

evidence)

Ex. 76 at 917 (PSI-

0143195)

(Attachment to Ex.

50, which was

omitted from Yardi’s

exhibit. Attachment

is a User Guide from

the property

management

company “First

Pacific Investments,

106 STATEMENT OF



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7

8

9

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11

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13

14

15

16

17

18

19

20

21

22

23

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

LTD;” It bears no

copyright notice or

indication that it is

confidential and

Yardi offers no

evidence that this is a

Yardi document or

even a confidential

First Pacific

document)

Hanna Tr. [Ex. 68]

211:3-5 (Hanna

unaware of Property

Solutions ever

having a Yardi

Voyager user

manual)

P136.


Mar. 12, 2015, Dep.

Tr. 34:8–20)

Ex. 72 at 863 & 875

(Yardi Dec. 11,

2014, Dep. Tr.

165:19–25 &

Disputed

(insufficient

evidence;

misstates

evidence;

conflicting

evidence)

Cited portions of

Yardi depositions do

not discuss purported

fact P136:

Yardi 3/12/15 Tr.

[Ex. 73] 34:8–20

107 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

235:11–21)


Decl. at 4 ¶¶ 12 &

13)

Yardi 12/11/14 Tr.

[Ex. 72] 165:19-25

Yardi 12/11/14 Tr.

[Ex. 72] 235:11-

21

Yardi’s previous

testimony is

inconsistent with

108 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

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PARTY

EVIDENCE SUPPORTING

FACTS

purported fact P136:

Yardi 3/12/15 Tr.

[Ex. 73] 34:25-35:6

P137.


Mar. 12, 2015, Dep.

Tr. 34:8–20)

Ex. 72 at 863 & 875

(Yardi Dec. 11,

2014, Dep. Tr.

165:19–25 &

Disputed

(insufficient

evidence;

misstates

evidence;

conflicting

evidence; vague

Cited portions of

Yardi depositions do

not discuss purported

fact P137:

Yardi 3/12/15 Tr.

[Ex. 73] 34:8–20

109 T OF



1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

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19

20

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

235:11–21)

Ex. 64 at 694–95


¶ 14)

and unsupported

as to “fully

integrated

version”)

Yardi 12/11/14 Tr.

[Ex. 72] 165:19-25

Yardi 12/11/14 Tr.

[Ex. 72] 235:11-

21

Mr. Yardi’s previous

testimony is

inconsistent with

110 STATEMENT OF



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11

12

13

14

15

16

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18

19

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NO. UNDISPUTED

FACT SUPPORTING

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PARTY

EVIDENCE SUPPORTING

FACTS

purported fact P137:

Yardi 3/12/15 Tr.

[Ex. 73] 34:25-35:6

P138.

Ex. 20 at 51 (Dep.

Ex. 211 at YAR-

0001860)

Undisputed

111 STATEMENT OF



1

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5

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7

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9

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11

12

13

14

15

16

17

18

19

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24

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26

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P139.

Ex. 72 at 861-862

(Yardi Dec. 11,

2014, Dep. Tr.

135:19–136:11)

Disputed

(misstates

evidence; omits

testimony)

Yardi 12/11/14 Tr.

[Ex. 72] 136:16-18

112 STATEMENT OF



1

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3

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5

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7

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11

12

13

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18

19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

(emphasis added)

P140. GotoMeeting is

desktop sharing

software that is used

for online meetings.

The software allows

a number of meeting

participants to

collaborate together

without having to

physically be in the

same location. It is a

tool that is

commonly used by

Ex. 60 at 624 (Dep.

Ex. 300 at 158

¶ 411).

Undisputed

113 STATEMENT OF



1

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5

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7

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9

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11

12

13

14

15

16

17

18

19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

software vendors

such as Yardi and

PSI, as well as many

other organizations.

P141. PSI commonly

referenced the PSI

Voyager instance by

a URL with a

private IP address.

Ex. 60 at 624–25

(Dep. Ex. 300 at

158–59 ¶ 414–15)

Ex. 60 at 625 (Dep.

Ex. 300 at 159 Ex.

77)

Disputed (vague

as to “PSI

Voyager

instance”;

insufficient

evidence;

inadmissibility of

expert report as

evidence)

P142. A private IP address

is not directly

connected to the

Internet, so the

addresses don’t

have to be unique.

In today’s world,

these private

address ranges are

often used for the

protected network

Ex. 60 at 625 (Dep.

Ex. 300 at 159 ¶ 415)

Disputed

(compound;

insufficient

evidence;

inadmissibility of

expert report as

evidence)

114 STATEMENT OF



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7

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11

12

13

14

15

16

17

18

19

20

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22

23

24

25

26

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28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

behind network

translation devices.

P143. Based on the URL

that Yardi used to

log in to the

Voyager software

during the

GoToMeetings,

there was no way

Yardi’s employees

could have known

that it was Voyager

in the possession of

PSI that was being

observed.

Ex. 60 at 625 (Dep.

Ex. 300 at 159 ¶ 416)

Disputed

(insufficient

evidence;

inadmissibility of

expert report as

evidence;

conflicting

evidence)

Bateman Tr. [Ex.

66]130:9-17 (“We

had many calls with

both Lincoln and

Yardi on the same

phone call with --you

know, logged into

webinars or

GoToMeeting,

whatever you call it,

where Yardi

employees could see


screen and the

presenters’ screens

where we were

logging into Voyager

to troubleshoot and

collaboratively try to

address any issues

that were happening

causing the

integration to not

115 STATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

successfully

process.”)

Shroff Tr. [Ex. 71]

77:1-17 (Yardi and

Property Solutions

“have been on calls,

on conference calls,

where they have seen

us, you know,

logging in on the

screen on Yardi

Voyager, and they

have seen us, you

know, access the

application.”)

P144. It was not until

February 2012, after

Yardi realized that

another company,

RealPage, had a

copy of Voyager,

that Yardi began to

suspect that PSI

Ex. 72 at 871-873


Dep. Tr. 195:12–

197:19)

Disputed

(insufficient

evidence;

misstates

evidence)

Ex. 13 (in 2006,

WNG told Yardi it

was sending Property

Solutions a Voyager

license file)

D57, Ex. 20, Yardi

12/11/14 Tr. [Ex. 72]

134:16-134:25

116 STATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

might also possess a

copy of the Voyager

application.

Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18

117 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

(explaining that

Yardi was aware of

and encouraged


obtain Voyager and

Voyager database

D85, Ex. 26 (it is

undisputed that Yardi

began to suspect that

Property Solutions

“might be

misappropriating its

trade secrets

beginning in mid-

2011 when it first

heard that [Property

Solutions] might be

developing a

property

management

118 STATEMENT OF



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NO. UNDISPUTED

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system.”)

Yardi 3/12/15 Tr.

[Ex. 73] 34:22-25

P145. Prior to February

2012, Yardi did not

have any reason to

believe that PSI had

a copy of the

Voyager software.


Dec. 11, 2014 Dep.

Tr. 194:1–8)

Disputed

(insufficient

evidence;

misstates

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 194:1-8

does not establish

that “[p]rior to

February 2012, Yardi

did not have any

reason to believe that

PSI had a copy of the

Voyager software.”

Ex. 13 (

e)

D57, Ex. 20, Yardi

12/11/14 Tr. [Ex. 72]

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NO. UNDISPUTED

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134:16-134:25

Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18

D59, D62, Ex. 19

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NO. UNDISPUTED

FACT SUPPORTING

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EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

D85, Ex. 26 (it is



Property Solutions

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

Yardi 3/12/15 Tr.

[Ex. 73] 34:22-25

(To understand

Yardi’s trade secrets,

“you would need

access to the

[Voyager] program”)


2012, Yardi did not

have any reason to

believe that PSI was


trade secrets.


Dec. 11, 2014 Dep.

Tr. 194:1–8)

Disputed

(insufficient

evidence;

misstates

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 194:1-8

does not establish

that “[p]rior to


did not have any


PSI was


trade secrets.”

Ex. 13 (

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D57, Ex. 20, Yardi

12/11/14 Tr. [Ex. 72]

134:16-134:25

Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18

D59, D62, Ex. 19

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

D85, Ex. 26 (it is



Property Solutions

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

Yardi 3/12/15 Tr.

[Ex. 73] 34:22-25


2012, Yardi did not

have any reason to

believe that PSI was

breaching its

implied contract.


Dec. 11, 2014 Dep.

Tr. 194:1–8)

Disputed

(insufficient

evidence;

misstates

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 194:1-8

does not establish

that “[p]rior to


did not have any


PSI was breaching its

implied contract.”

Ex. 13

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

D57, Ex. 20, Yardi

12/11/14 Tr. [Ex. 72]

134:16-134:25

Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18

D59, D62, Ex. 19

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NO. UNDISPUTED

FACT SUPPORTING

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PARTY

EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

(explaining that

Yardi was aware of

and encouraged


obtain Voyager and

Voyager database

D85, Ex. 26 (it is



Property Solutions

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

Yardi 3/12/15 Tr.

[Ex. 73] 34:22-25

P148.


Dec. 11, 2014 Dep.

Tr. 194:1–8)

Disputed

(conflicting

evidence)

Ex. 13 (

D57, Ex. 20, Yardi

12/11/14 Tr. [Ex. 72]

134:16-134:25

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

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Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18

D59, D62, Ex. 19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

(explaining that

Yardi was aware of

and encouraged


obtain Voyager and

Voyager database

D85, Ex. 26 (it is



Property Solutions

Yardi 3/12/15 Tr.

130 STATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

[Ex. 73] 34:22-25

P149.

Ex. 72 at 867-868


Dep. Tr. 190:19–

191:5)

Disputed

(conflicting

evidence)

Ex. 13 (

No evidence that

Vice President took

any action in

response)

D47, Ex. 21 at 94

(undisputed that a

mutual customer told

Yardi in 2009 that

they had set up

Property Solutions in

Yardi Voyager)

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NO. UNDISPUTED

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P150.

Ex. 72 at 867 & 871-

872 (Yardi Dec. 11,

2014 Dep. Tr.

191:10–14 &

195:23–196:10)

Undisputed

P151. Yardi immediately

began an

investigation into

whether PSI had a

copy of Voyager as

soon it suspected

that PSI had a copy

of the Voyager

software in 2012.


Dec. 11, 2014 Dep.

Tr. 191:3–5)

Disputed

(insufficient

evidence;

compound;

conflicting

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 191:3-5

does not establish

that “Yardi

immediately began

an investigation,”

that Yardi acted “as

soon as it suspected

that PSI had a copy

of the Voyager

software, or that

either action

occurred in 2012.

Ex. 13

D57, Ex. 20, Yardi

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

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12/11/14 Tr. [Ex. 72]

134:16-134:25

Yardi 12/11/14 Tr.

[Ex. 72] 136:6-18

D59, D62, Ex. 19

133 TATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

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EVIDENCE SUPPORTING

FACTS

Bateman Tr. [Ex.

66]63:1-65:25

(explaining that

Yardi was aware of

and encouraged


obtain Voyager and

Voyager database

D85, Ex. 26 (it is



Property Solutions

134 TATEMENT OF



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NO. UNDISPUTED

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EVIDENCE SUPPORTING

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Yardi 3/12/15 Tr.

[Ex. 73] 34:22-25

P152. Property Solutions

and Yardi had a

meeting in Santa

Barbara, California

on February 7,

2012.

Ex. 32 at 242–43

(Defendant Property

Solutions


Answer and

Counterclaims to

Yardi System’s First

Amended Complaint,

¶ 30)

Ex. 39 at 320 (Dep.

Ex. 234 at YAR-

0004830)

Undisputed

P153. In a February 2012 Ex. 74 at 906 Disputed Zimmer Tr. [Ex.

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NO. UNDISPUTED

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meeting with Yardi

personnel, PSI’s

president Ben

Zimmer said that he

did not think that

PSI had a copy of

Voyager.

(Zimmer Dep. Tr.

81:8–11)

(misstates

testimony)

74]81:8–11 (“we

represented to Yardi

at Yardi’s request in

February of 2012 that

Property Solutions

no longer had – or

did not have a copy

of Yardi Voyager.

And since that time

in the discovery

process we have been

made aware of other

Voyager installations

that had not been

used for years but

that – [interruption

by counsel]”)


and Yardi had a

subsequent phone

call on February 13,

2012.

Ex. 32 at 242–43

(Defendant Property

Solutions


Answer and

Counterclaims to


Amended Complaint,

Undisputed

136 STATEMENT OF



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NO. UNDISPUTED

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¶ 30).

P155. In February 2012,

PSI knew that PSI

possessed a copy of

the Voyager

software.

Ex. 66 at 740-741 &

743 (Bateman Dep.

Tr. 69:20–70:3 &

75:10–17)

Undisputed

P156. During the February

13, 2012, phone call

Bateman told Yardi

that PSI “may or

may not have a

copy.”

Ex. 66 at 742-743

(Bateman Dep. Tr.

74:23–75:9)

Undisputed

P157. On February 13,

2012, there was a

telephone call

among Mr. Zimmer,

Mr. Bateman, and

Yardi

representatives

During that call:

Mr. Yardi asked Mr.

Zimmer and Mr.

Bateman, “Do you

Ex. 45(audio

recording) at 46:16–

46:47 (PSI-0589983,

audio recording of

Feb. 13, 2012,

telephone call at

46:16–46:47)

Ex. 61 at 679

(unofficial transcript

of PSI-0589983 at

13)

Undisputed

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NO. UNDISPUTED

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know if . . .

[Voyager] is

installed today [on a

PSI server]?”

Mr. Bateman

responded, “I do not

know.”

Mr. Bateman stated,

“I don’t know

whether it was

Voyager or Genesis

[installed on PSI’s

servers].”

Mr. Bateman stated,

“I know [Genesis or

Voyager is] not

being used, I don’t

know if it’s still

installed

somewhere.”

P158. PSI was

“purposefully

vague” during the

February 13, 2012,

Ex. 66 at 742-743 &

750 (Bateman Dep.

Tr. 74:19–75:9 &

177:7–23)

Disputed

(misstates

testimony)

Bateman Tr. [Ex.

66]177:7-23 (“Again,

we felt -- we felt at

the time like we were

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NO. UNDISPUTED

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phone call because

it did not want to

volunteer

information because

it was afraid of

being sued by

Yardi.

trying to be trapped

by Yardi into some,

you know -- they

were -- they were

trying to get us to

walk through a legal

minefield over and

over again, and we

took the fastest path

cross the minefield to

avoid stepping on a

landmine. We were -

- we were

purposefully vague

in our responses, and

we – we should have

been more forthright

in those

communications with

them in retrospect.

We -- certainly some

of the statements

made were factually

inaccurate, but again

we -- what we were

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trying to

communicate in that

response is, look, we

don't want to have

Voyager on our

servers any more

than you do. We're

trying to get -- you

know, we want to get

rid of it, and that was

the effort made on

our end is to get

people to stop using

it and get rid of it.”)

P159. Mr. Bateman

admitted” and that

he “should have

been more forthright

and more direct in

my response [to

Yardi’s inquiries].

Ex. 66 at 742-743 &

750 (Bateman Dep.

Tr. 74:19–75:9 &

177:7–23)

Disputed

(misstates

testimony)

Bateman Tr. [Ex.

66]177:13-15 (“we

should have been

more forthright in

those

communications with

them in retrospect.”)

(emphasis added)

P160. Yardi followed

these meetings with

Ex. 32 at 243

(Defendant Property

Undisputed

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a letter to the Chief

Executive Officer

and President of

Property Solutions.

Solutions


Answer and

Counterclaims to


Amended Complaint,

¶ 32)

P161. In that letter, Yardi

asked Property

Solutions to confirm

that it did not have a

copy of the Voyager

software in its

possession or

otherwise have

access to the

Voyager software,

that its personnel

and contractors

were not logging

into the Voyager

software for any

purpose, and that it

had no Yardi

technical manuals or

Ex. 32 at 243

(Defendant Property

Solutions


Answer and

Counterclaims to


Amended Complaint,

¶ 32)

Undisputed

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NO. UNDISPUTED

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user guides.

P162. In that letter, Yardi

demanded that

Property Solutions

return any

confidential

information in its

possession to Yardi.

Ex. 32 at 243

(Defendant Property

Solutions


Answer and

Counterclaims to


Amended Complaint,

¶ 32)

Undisputed


responded to

Yardi’s inquiry in a

letter dated

February 23, 2012

and stated “[PSI]

does not have any

copies of Yardi

Voyager software in

its possession and is

not accessing Yardi

Voyager Software”

and “[PSI’s]

personnel are not

Ex. 40 at 323 (Dep.

Ex. 84)

Undisputed

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NO. UNDISPUTED

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logging into the

Yardi Voyager

software or client

test environments.”

P164. In its response,

Property Solutions

did not assert it had

never had such

access.

Ex. 40 at 323 (Dep.

Ex. 84)

Undisputed

P165. Yardi demanded

that Property

Solutions cease and

desist from using

Yardi’s intellectual

property and explain

to Yardi how such

information has

been used.

Ex. 32 at 243

(Defendant Property

Solutions


Answer and

Counterclaims to


Amended Complaint,

¶ 34)

Undisputed

P166. On May 15, 2012,

PSI’s outside

counsel denied to

Yardi that Property

Solutions had any

Ex. 51 at 350 (Dep.

Ex. 118 at YAR-

0000037)

Disputed

(misstates

evidence)


states “Property

solutions has already

confirmed in writing

that it does not have

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copies of Yardi

Voyager software in

its possession.

any copies of Yardi

Voyager software in

its possession, is not

accessing Yardi

Voyager software, is

not logging into the

Yardi Voyager

software or client test

environments and

does not have any

Yardi technical

manuals or user

guides in its

possession.”)

P167. On May 15, 2012,

PSI’s outside

counsel stated to

Yardi that Property

Solutions is not

accessing Yardi

Voyager software.

Ex. 51 at 350 (Dep.

Ex. 118 at YAR-

0000037)

Disputed

(misstates

evidence)


states “Property




any copies of Yardi

Voyager software in


accessing Yardi



144 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Yardi Voyager


environments and

does not have any

Yardi technical

manuals or user

guides in its

possession.

Consistent with

Property solutions'

May 7, 2012 e-mail

to you, Property

solutions is not

interested in

discussing this matter

further.”)

P168. On May 15, 2012,

PSI’s outside

counsel stated to

Yardi that PSI was


Yardi Voyager

software or client

test environments.

Ex. 51 at 350 (Dep.

Ex. 118 at YAR-

0000037)

Disputed

(misstates

evidence)


states “Property




any copies of Yardi

Voyager software in


accessing Yardi

145 STATEMENT OF



1

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5

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11

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24

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28

NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS



Yardi Voyager


environments and

does not have any

Yardi technical

manuals or user

guides in its

possession.

Consistent with

Property solutions'

May 7, 2012 e-mail

to you, Property

solutions is not

interested in


further.”)

P169. On May 15, 2012,

PSI’s outside

counsel stated to

Yardi that PSI did

not have any Yardi

technical manuals or

user guides in its

Ex. 51 at 350 (Dep.

Ex. 118 at YAR-

0000037)

Disputed

(misstates

evidence)


states “Property




any copies of Yardi

Voyager software in

146 STATEMENT OF



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7

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13

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25

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

possession. its possession, is not

accessing Yardi



Yardi Voyager


environments and

does not have any

Yardi technical

manuals or user

guides in its

possession.

Consistent with

Property solutions'

May 7, 2012 e-mail

to you, Property

solutions is not

interested in


further.”)

P170. In May, 2012,

David Bateman

hand-delivered a

server containing

the Voyager

Ex. 66 at 733

(Bateman Dep. Tr.

51:4–52:4)

Disputed

(misstates

testimony)

Bateman Tr. [Ex.

66]51:13-52:4 (“And

so whenever -- every

single time I went to

India brought servers

147 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

software to D.B.

Xento in Pune,

India.

to India with me.

And I would get like

a suitcase and I

would put one, and if

I could fit it, two

servers, and I would

bring them with me

so that -- because I'd

rather pay half as

much for servers in

the U.S. and save

that money instead of

buying servers,

expensive servers in

India. So that was

the -- the method of

transport was --

which was what I did

every trip, was put it

in a piece of luggage

and bring it with me

with my stuff.”)

P171. D.B. Xento is an

affiliated company

of PSI that David

Ex. 66 at 724

(Bateman Dep. Tr.

Disputed

(misstates

Bateman Tr. [Ex.

66]7:3-19

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Bateman formed in

Pune, India to

provide

development

services for PSI.

7:3–19) testimony)

(emphasis added)

P172.

Ex. 66 at 731

(Bateman Dep. Tr.

31:8–10)

Disputed

(misstates

testimony)

Bateman Tr. [Ex.

66]31:8-10

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

150 STATEMENT OF



1

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P173. Entrata incorporates

core accounting

functions also found

in Yardi’s Voyager

software.

Ex. 32 at 264

(Defendant Property

Solutions


Answer and

Counterclaims to


Amended Complaint,

¶ 123)

Ex. 32 at 264

(Defendant Property

Solutions


Answer and

Counterclaims to

Disputed

(misstates the

evidence;

inadmissibility of

expert report as

evidence)

Ex. 32 at 264 (“the

software would

incorporate the core

(and largely

standardized)

accounting functions

common to all

property

management

software”)

151 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


Amended Complaint,

¶ 123)

Ex. 60 at 490 (Dep.

Ex. 300 at 24 ¶ 70)

(continued below)

(continued from

above)

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 60 at 492–93

(Dep. Ex. 300 at 26–

27 ¶ 81)

Ex. 60 at 496 (Dep.

Ex. 300 at 30 ¶ 93)

P174. PSI personnel

continued to log on

to Voyager as late

as May 24, 2012.

Ex. 59 at 397–400 &

461–64 (Property

Solutions


Second Am.

Undisputed

153 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Response To Yardi

Systems, Inc.’s


Third Am. Response


11 And Fourth Am.

Response To


2, and 6,


at 12–15 & Appendix

A)

P175. PSI personnel

continued to log on

to Voyager on client

installations as late

as September 26,

2012.

Ex. 59 at 397–400 &

461–64 (Property

Solutions


Second Am.

Response To Yardi

Systems, Inc.’s


Third Am. Response


11 And Fourth Am.

Response To


Undisputed

154 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

2, and 6,


at 12–15 & Appendix

A)

P176. On October 16,

2012, PSI’s outside

counsel wrote to

Yardi and stated:

“[PSI] reiterates that

it does not log into

or ask clients to

provide access to

Yardi interfaces or

use any other means

of inappropriately

accessing Yardi

proprietary

information to test

changes to [PSI’s]

custom interface.”

“[O]ur client

reiterates that it does

not have copies of

Yardi software, is

Ex. 42 at 337–38

(Dep. Ex. 120 at

YAR-0000053–54)

Undisputed

155 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

not inappropriately

accessing Yardi

databases or test

environments and is

not asking Yardi’s

customers to violate

their license

agreements with

Yardi by sharing

Yardi proprietary

information with

[PSI].”

P177. On June 19, 2013,

PSI’s outside

counsel wrote to

Yardi that PSI’s

statement that it was

not accessing, and

did not have a copy

of, Voyager

“remains true

today.”

Ex. 43 at 339 (Dep.

Ex. 121 at YAR-

0000082)

Undisputed

P178. PSI did indeed have

access to a number

Ex. 35 at 289 (Dep.

Ex. 94 at PSI-

Disputed in part

(compound;

Yardi supporting

evidence does not

156 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

of Voyager

components:

multiple copies of

the Voyager

software installed

on its servers that

were connected to

live test databases,

access to clients’

Voyager user

interfaces, the

Voyager database

schema, and at least

one Voyager user

manual.

0106510)

Ex. 38 at 304–308

(Property Solutions


First Am. Response

to Yardi Systems,

Inc.’s Interrogatories

No. 4, 18, and 25,

Response to


at 4–8)

Ex. 32 at 243 (PSI’s

Answer and

Counterclaims to


Amended Complaint,

¶ 35)

Ex. 47 at 344 (PSI-

0096073, Dec. 13,

2006 email from

Derik Epperson to

David Bateman)

insufficient

evidence;

misstates

evidence)

establish that

Property Solutions

had “multiple copies

of the Voyager

software installed on

its servers that were

connected to live test

databases.”

Yardi supporting

evidence does not

establish that

Property Solutions

had a Yardi Voyager

user manual:

Ex. 76 at 917 (PSI-

0143195)

(Attachment to Ex.

50, which was

omitted from Yardi’s

exhibit. Attachment

is a User Guide from

the property

management

company “First

Pacific Investments,

157 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Ex. 48 at 345–47

(PSI-0103886–88,

Jan. 3, 2012 email

from Venky to Rahul

Chaudhari)

Ex. 49 at 348 (Dep.

Ex. 65 at PSI-

0106929) (noting

that PSI has a

(continued below)

LTD;” It bears no

copyright notice or

indication that it is

confidential and

Yardi offers no

evidence that this is a

Yardi document or

even a confidential

First Pacific

document)

Hanna Tr. [Ex. 68]

211:3-5 (Hanna

unaware of Property

Solutions ever

having a Yardi

Voyager user

manual)

(continued from

above)

Ex. 50 at 349 (PSI-

0143194, May 19,

2007 email from

David Bateman to

158 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

‘Pravin’)

P179.

Ex. 73 at 894-897

(Yardi Mar. 12,

2015, Dep. Tr.

32:22–35:22)


Decl. at 5 ¶ 15)

Disputed (legal

conclusion;

misstates

evidence)

Yardi 3/12/15 Tr.

[Ex. 73] 34:25-35:6

P180.

d

Ex. 73 at 898-899

(Yardi Mar. 12,

2015, Dep. Tr.

90:17–91:5)

Undisputed

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P181.

Ex. 73 at 898-899

(Yardi Mar. 12,

2015, Dep. Tr.

90:17–91:5)

Undisputed

P182.

Ex. 73 at 898-899

(Yardi Mar. 12,

2015, Dep. Tr.

90:17–91:5)

Undisputed

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P183.

Ex. 73 at 898-899

(Yardi Mar. 12,

2015, Dep. Tr.

90:17–91:5)

Undisputed

P184. Mr. Yardi was never

asked whether a

user with access to

both the Voyager

software and a

functional Voyager

database with which

the Voyager

application was

interacting would be

able to see and

understand Yardi’s

trade secrets.

Ex. 73 at 898-899

(Yardi Mar. 12,

2015, Dep. Tr.

90:17–91:5)

Ex. 64 at 694–95


¶ 14)

Disputed in part

(conflicting

evidence)

D30, Yardi 12/11/14

Tr. [Ex. 72] 188:2-5

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P185. During the expert

deposition of Mr.

Yardi, Mr. Acker

asked whether

someone with user

level access to the

Yardi application

would be able to see

and understand the

methods and

techniques that

Yardi uses to

implement trade

secrets.

Ex. 73 at 893-894

(Yardi Mar. 12,

2015, Dep. Tr.

31:25–32:2)

Undisputed

P186.

Ex. 73 at 896-897

(Yardi Mar. 12,

2015, Dep. Tr. 34:8–

35:14)

Undisputed

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

163 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P187.


Dec. 11, 2014, Dep.

Tr. 181:2–17)

Disputed in part

(conflicting

evidence)

D30, Yardi 12/11/14

Tr. [Ex. 72] 188:2-5

164 T OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P188.

Ex. 72 at 869-870

(Yardi Dec. 11,

2014, Dep. Tr.

257:7–258:7)

Undisputed

165 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

166 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS


used the Voyager

software to examine

how certain

transactions affected

the Voyager

database.

Ex. 59 at 399 (PSI’s

Second Amended



Third Amended

Response to

Interrogatory No. 11

and Fourth Amended

Response to




at 14)

Disputed in part

(omits evidence)


omits portion of

statement that

Property Solutions

did these action in

the context of

developing its

integration utility of

Voyager. Complete

statement is:

“Certain individuals

in Property

Solutions’

development

department accessed

the Yardi software

and/or Yardi

databases to effect a

stable integration for

mutual customers of

Property Solutions

and Yardi. Yardi

software and

167 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

databases were used

during the

construction,

troubleshooting, and

QA processes for

each version of


integration utility,

oftentimes in

cooperation with

Yardi representatives

and/or mutual

customers. As part of

this process, Property

Solutions completed

certain actions in its

software and

referenced the Yardi

software to

determine what

occurred in the

software, including

which tables and

fields in the

databases were

168 STATEMENT OF



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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

affected by the

transaction. Also as

part of this process,

Property Solutions

completed certain

actions in the Yardi

software and

referenced its own

software to

determine what

occurred in the

software.”)

P190. In February, 2011,

PSI’s President John

Hanna searched his

email exchanges

with James Beane of

Yardi and

confirmed that there

was no

“communication

that showed we

have a version

installed.”

Ex. 56 at 378 (Dep.

Ex. 70 at PSI-

0447152)

Disputed

(insufficient

evidence;

misstates

evidence)

Hanna Tr. [Ex. 68]

107:19-110:21 (no

indication or

recollection that Ex.

56 was referring to

versions of Voyager,

no recollection of

having looked for

copies of Voyager)

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170STATEMENT OF


NO. UNDISPUTED

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EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P191. PSI’s President John

Hanna had been

asked by someone at

PSI to review his

emails with Yardi to

see “if there was

any version

installed.”

Ex. 56 at 378 (Dep.

Ex. 70 at PSI-

0447152)

Ex. 68 at 7 (Hanna

Dep. Tr. 107:22–

108:2, 108:8–11,

108:23–109:7)

Disputed

(insufficient

evidence;

misstates

evidence)

Hanna Tr. [Ex. 68]

107:19-110:21 (no

indication or

recollection that Ex.

56 was referring to

versions of Voyager,

no recollection of

having looked for

copies of Voyager)

P192. In August , 2012,

Dave Carter of PSI

recommended

against making

certain changes to

Entrata because “[i]t

sounds like we are

copying Yardi, just

to copy Yardi.”

Ex. 62 at 687 (PSI-

0153937–39, Sep.

20, 2012 email from

tasks@propertysoluti

ons.com, at PSI-

0153939)

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 62 at 686-

87(exhibit is clear

that it concerns

compatibility issues

with an integration

for an add-on

product, not Entrata

Core: “it appears to

be a legitimate

request that is

causing integration


1

2

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5

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7

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

issues”)

P193. PSI indicated that it

would implement a

feature after a PSI

client requested that

PSI duplicate “how

Yardi does it.”

Ex. 63 at 688 (PSI-

0279435–37, Oct. 1,

2009 email from

Rahul Sinha to Kurt

Radmall, at PSI-

0279435)

Disputed

(misstates

evidence;

insufficient

evidence)

Ex. 63 at 688-90

(exhibit is clear that

this concerns a

ResidentPay

integration issue,

e.g., “EOM payments

through the portals;”

no indication that this

document concerns

Entrata Core; no

indication that “We

will implement this

soon” refers to Yardi

functionality)

P194.

Ex. 19 at 49 (Dep.

Ex. 210 at YAR-

0055344)

Undisputed

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12

13

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

P195.


Decl. at 6 ¶ 18)

Disputed

(insufficient

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NO. UNDISPUTED

FACT SUPPORTING

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EVIDENCE SUPPORTING

FACTS

evidence)

P196. No one at Yardi,

including Mr.

Shoemaker, has or

had the authority to

send a client’s

Voyager license file

to any third party

for any reason,

because the license

file is intended only

for the specific

client that has

licensed the


Decl. at 6 ¶ 19)

Disputed

(compound;

conflicting

evidence)

Yardi 12/11/14 Tr.

[Ex. 72] 18:17-19:2

Yardi 12/11/14 Tr.

[Ex. 72] 22:3-22

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NO. UNDISPUTED

FACT SUPPORTING

EVIDENCE OPPOSING

PARTY

EVIDENCE SUPPORTING

FACTS

Voyager software.

Shoemaker Tr. [Ex.

70] 40:6–42:20

P197. For thirteen months

after Yardi filed this

Ex. 59 at 389–91

(Property Solutions

Disputed

(misstates

Ex. 59 at 390

(“Property Solutions

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NO. UNDISPUTED

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lawsuit, PSI swore

under oath that it

did not know how

or when PSI first

received a copy of

the Voyager

software.


Second Am.

Response To Yardi

Systems, Inc.’s


Third Am. Response


11 And Fourth Am.

Response To



Interrogatory No. 1

at 4–6)

evid nce; attorney

argument, not

evidence)

responds that it has

not yet determined

the exact

circumstances under

which it received the

copy of the Voyager

software referenced

in paragraph 24 of its

answer. Property

Solutions believes it

obtained a copy of

Voyager in 2006, and

the first login to a

copy of the Voyager

software in Property

Solutions’ possession

that Property

Solutions has been

able to confirm

occurred on July 21,

2006. After a diligent

and reasonable

search, Property

Solutions has been

unable to pinpoint a

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NO. UNDISPUTED

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more specific date

upon which it

received the Voyager

software, nor has

Property Solutions

been able to confirm

from whom it

received the Voyager

software.”)

P198.

Ex. 60 at 624 (Dep.

Ex. 300 at 158 ¶ 412)

Disputed

(insufficient

evidence;

conflicting

evidence;

inadmissibility of

expert report as

evidence)

Bateman Tr. [Ex.

66]130:9-17 (“We

had many calls with

both Lincoln and

Yardi on the same

phone call with --you

know, logged into

webinars or

GoToMeeting,

whatever you call it,

where Yardi

employees could see


screen and the

presenters’ screens

where we were

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

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logging into Voyager

to troubleshoot and

collaboratively try to

address any issues

that were happening

causing the

integration to not

successfully

process.”)

Shroff Tr. [Ex. 71]

77:1-17 (Yardi and

Property Solutions

“have been on calls,

on conference calls,

where they have seen

us, you know,

logging in on the

screen on Yardi

Voyager, and they

have seen us, you

know, access the

application.”)

Shroff Tr. [Ex. 71]

82:6-10 (Q. Is it

your testimony that

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NO. UNDISPUTED

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EVIDENCE SUPPORTING

FACTS

whoever participated

from Yardi could see

the same things that

the Yardi personnel

could see during the

Lincoln

GoToMeeting? A.

Yes.”)

Dated: April 3, 2015

MORRISON & FOERSTER LLP

By: /s/ Eric M. Acker Eric M. Acker

Attorneys for Defendant/Counterclaimant PROPERTY SOLUTIONS INTERNATIONAL, INC.

BROWNSTEIN HYATT FARBER SHREK, LLP By: /s/ Michael D. Hoke

Michael D. Hoke

Attorneys for Plaintiff/Counterclaim Defendant YARDI SYSTEMS, INC.

178 STATEMENT OF



michael a. jacobs (ca sbn 111664) [email protected] ......case no. 2:13-cv-07764 fmo (cwx) michael a....

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