United States District Court, District of New Jersey
DENNIS P. MCCOOE WILL JONATHAN ROSENZWEIG BLANK ROME LLP ON BEHALF OF PLAINTIFF
FREDRIC PAUL GALLIN METHFESSEL & WERBEL, PC ON BEHALF OF DEFENDANTS
MEMORANDUM OPINION & ORDER
NOEL L. HILLMAN, U.S.D.J.
This matter having come before the Court on the motion of plaintiff/counter defendant, Triman Industries, Inc., to dismiss the counterclaims lodged against it by defendant/counter claimant, Pentagon 2000 Software, Inc.; and
According to Triman’s complaint,  Triman is full-service distributor and worldwide provider of Military, Aerospace, and Commercial components. In 2012 and 2013, Triman identified Pentagon as a software company that could provide software and customer services that would complement the products and services Triman licensed from American Logistics Information Corp. (“ALI”), a company with which Triman has enjoyed a long-standing and critical business relationship. On January 8, 2014, Triman and Pentagon entered into a Computer Software Program License Agreement (the “License Agreement”). Triman alleges that Pentagon’s subsequent purchase of SOS, a competitor to ALI, caused ALI to terminate its business dealings with Triman and Pentagon, and that Pentagon knew or should have known that termination would result from such a purchase. Triman alleges that Pentagon’s actions were in violation of Section 1.2.1 of the License Agreement, which provides that Pentagon’s license to Triman was “for purposes of serving [Triman’s] business, ” rather than to disrupt Triman’s existing business operations. Triman alleges that Pentagon’s purchase of SOS was incompatible with providing its software to Triman for purposes of serving Triman’s business, and that therefore Pentagon had materially breached the License Agreement and acted in violation of the covenant of good faith and fair dealing; and
Triman having asserted claims against Pentagon for breach of the License Agreement, breach of the covenant of good faith and fair dealing, and for rescission of the License Agreement under the frustration of purpose doctrine; and
Pentagon having answered Triman’s complaint, and having filed two counterclaims against Triman; and
Pentagon alleging in its first counterclaim:
1. Pentagon expended time and resources in providing services to Triman.
2. The purposes of same was to enter into a license agreement which was to run for 5 years.
3. Triman has ceased making required payments pursuant to the license agreement.
4. Triman continues to use and/or have access to Pentagon’s work product.
5. Triman is in breach of its obligations to Pentagon in an amount to be ...