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Attain, LLC v. Workday, Inc.

United States District Court, E.D. Pennsylvania

June 4, 2018

ATTAIN, LLC, Plaintiff,


          JOSEPH F. LEESON, JR., United States District Judge

         I. Introduction

         Plaintiff Attain, LLC, has filed a Complaint against Defendants Workday, Inc., Workday, Limited (collectively, “Workday”), and Robert Steele, alleging that they have been engaged in a campaign of interference, disparagement, and defamation against Attain. In response, Defendants have filed a Motion to Transfer Venue under 28 U.S.C. § 1404(a), seeking to transfer this action to the United States District Court for the Northern District of California pursuant to a forum-selection clause in a contract entered into by Attain and Workday in May 2015. Because, for the reasons set forth below, Attain's claims fall within the scope of the forum-selection clause, Defendants' Motion is granted.

         II. Background

         A. Factual Background

         Attain's Complaint alleges the following facts.

         Attain provides consulting services primarily to government agencies and private entities, such as higher education institutions and academic hospitals. Compl. ¶ 8. Among other things, Attain assists its clients with strategic data projects, data infrastructure management, adoption of new technologies, software as a service (“SaaS”), and serves as a general, or “Prime, ” contractor for work related to these services. Id.

         Workday is a provider of cloud-based software products that assist with financial and human resources management. Compl. ¶ 9. Workday has a network of services, software, and payroll partners (“Partners”) who must apply to and enter into alliance agreements with Workday in order to support Workday's products. Id. These Partners are designated as Certified Partners or Advisory Partners. Compl. ¶ 10. Certified Partners work directly on the implementation of Workday products, whereas Advisory Partners are mainly responsible for soliciting new customers for Workday products and managing projects which involve Workday products. Id.

         In May 2015, Attain and Workday entered into an alliance agreement (the “Alliance Agreement”), under which Attain would be an Advisory Partner to Workday, providing consulting services to customers of Workday's products. Compl. ¶ 11. The Alliance Agreement contained a provision whereby either Workday or Attain could terminate, without cause, the Agreement at any time upon ninety days' prior written notice to the other party. Compl. ¶ 12. Pursuant to the Agreement, Attain sourced customers and provided consulting and project management services to a number of educational institutions and teaching and research hospitals that used Workday products. Compl. ¶ 13. Attain alleges upon information and belief that the customers Attain brought to Workday generated more revenue for Workday than the customers brought in by any other Advisory Partner. Id. In addition, Workday asked Attain to step in and replace some of Workday's other Partners mid-project on ventures in which education clients were unsatisfied with those Partners' services; Attain provided these services at a discount. Compl. ¶ 14.

         Independent of its work as a Workday Advisory Partner, Attain also served, and continues to serve, as the Prime contractor that leads in the implementation of SaaS or other strategic data projects for a number of institutions. Compl. ¶ 15.

         Workday is known for imposing exacting, at times onerous, requirements on its Partners. Compl. ¶ 16. Despite Attain's success as an Advisory Partner, Workday continually attempted to micromanage Attain's business. Id. This caused tension in the relationship between Workday and Attain, but Attain continued to serve as an Advisory Partner with great success. Compl. ¶ 17.

         On or about March 3, 2017, Attain received an email from Workday notifying Attain that the Agreement would terminate effective May 30, 2017. Compl. ¶ 21. Attain alleges, based on information and belief, that Workday terminated the Agreement because Attain was an independent company in the industry and would not agree to Workday's unreasonable demands and rates for certain projects. Compl. ¶ 22.

         Following the termination of the Agreement, “Defendants sought to punish Attain for its independence by making false and misleading statements about Attain to Attain's actual and prospective customers, and to third-party vendors, in an effort to exclude Attain, previously its Partner, from successfully competing in the SaaS and data infrastructure markets.” Compl. ¶ 23. For example, Defendants, through Defendant Steele, falsely told Muhlenberg College that Attain could not be a Prime contractor on a deal with a Workday component and that Attain was not capable of handling the project. Compl. ¶ 24. Defendant Steele also made disparaging comments about Attain to Worcester Polytechnic Institute, Brandeis University, and Babson College. Compl. ¶ 23. Attain alleges, on information and belief, that Defendants have falsely made other disparaging statements to Attain's actual and potential customers and to third parties, including false statements that Attain had failed in SaaS implementation, that Attain was not a good firm, and that Attain's officers were not competent. Compl. ¶ 31.

         B. ...

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