VECTOR CAPITAL CORPORATION, Plaintiff-Appellant, v. NESS TECHNOLOGIES INCORPORATED, Defendant-Appellee., 511 Fed. Appx. 101

Summary

Appellant was a privately-held company that invested in technology businesses. Appellant and appellee entered into an exclusivity agreement that created certain conditions for the parties during an exclusivity period. Appellant’s complaint alleged that appellee breached the agreement by, inter alia, actively discussing an offer submitted by a venture capital company during the terms of the exclusivity agreement and by failing to disclose certain information concerning the offer as required by the agreement. The district court erred in concluding that appellant failed to make any well-pleaded allegations that discussions occurred between the venture capital company and appellee during the exclusivity period. For instance, appellant alleged that the venture capital company submitted an offer to purchase appellee only seven business days after the end of the exclusivity period and that it was not physically possible for it to have completed all relevant due diligence in such a short ...