IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF … · Rachel J. Adcox (admitted pro hac vice) [email protected]. AXINN VELTROP & HARKRIDER LLP . 950 F street NW . Washington,

89787869.1 0055658-00001

John A. Anderson (#4464) [email protected] Timothy K. Conde (#10118) [email protected] STOEL RIVES LLP 201 South Main Street, Suite 1100 Salt Lake City, UT 84111-4904 Telephone: (801) 328-3131 Facsimile: (801) 578-6999 John DeQuedville Briggs (admitted pro hac vice) [email protected] Rachel J. Adcox (admitted pro hac vice) [email protected] AXINN VELTROP & HARKRIDER LLP 950 F street NW Washington, DC 20004 Telephone: (202) 912-4700 Facsimile: (202) 912-4701 Attorneys for Defendant Yardi Systems, Inc.

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

PROPERTY SOLUTIONS INTERNATIONAL, INC., a ANSWER TO FIRST Delaware corporation, AMENDED COMPLAINT

Plaintiff, Jury Trial Demanded

vs. Civil Action No. 2:15-cv-00102-CW-PMW

YARDI SYSTEMS, INC., a Judge Clark Waddoups California corporation,

Magistrate Judge Paul M. Warner Defendant.

Case 2:15-cv-00102-CW-PMW Document 69 Filed 12/01/16 Page 1 of 46

mailto:[email protected]




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Defendant Yardi Systems, Inc. (“Yardi”) hereby answers the First Amended Complaint

(“Complaint”) filed by plaintiff Entrata, Inc. (formerly known as Property Solutions

International, Inc.) (“Entrata”), as follows:

I. THE PARTIES

1. Yardi admits Entrata’s allegations in Paragraph 1.

2. Yardi admits Entrata’s allegations in Paragraph 2.

II. JURISDICTION AND VENUE

3. Paragraph 3 consists of legal conclusions to which no response is required. To

the extent a response is required, Yardi admits that Entrata purports to bring claims under the

Lanham Act, 15 U.S.C. § 1051 et seq., and the Sherman Act, 15 U.S.C. § 1 et seq., and Utah

statutory and common law, but denies that Entrata is entitled to any relief. Yardi admits that the

Court has jurisdiction pursuant to 28 U.S.C. § 1331. Yardi admits that Entrata purports to bring

claims under Section 16 of the Clayton Act, 15 U.S.C. § 26, but denies that Entrata is entitled to

any relief. Yardi admits that the Court has supplemental jurisdiction over any Utah state-law

claims for relief enumerated in this Complaint, pursuant to 28 U.S.C. § 1367. Yardi admits that

the court has jurisdiction over the subject matter of each of the claims for relief asserted by

Entrata pursuant to 28 U.S.C. § 1332. Yardi admits that there is complete diversity of

citizenship. Yardi admits that Entrata purports to claim that the amount placed in controversy by

each of Entrata’s first through ninth claims for relief exceeds $75,000, exclusive of interest,

costs, and attorneys’ fees. Yardi admits that Entrata purports to claim that the value of the non-

monetary relief sought by Entrata’s claims for relief exceeds $75,000, exclusive of interest, costs

and attorneys’ fees. Yardi denies Entrata’s remaining allegations in Paragraph 3.


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the extent a response is required, Yardi admits that this Court may exercise personal jurisdiction

over Yardi, for purposes of this action only. Yardi denies Entrata’s remaining allegations in

Paragraph 4.


the extent a response is required, Yardi admits that venue within the State of Utah and in this

judicial district is proper, for purposes of this action only. Yardi denies Entrata’s remaining

allegations in Paragraph 5.

III. FACTUAL BACKGROUND

6. Yardi admits that it provides a wide variety of high-performance software

solutions and ancillary products and services related to property management and property

investment management, and that its products and solutions speak for themselves. Yardi denies

as incomplete Entrata’s purported characterizations of Yardi’s software and services, denies

Entrata’s purported descriptions of the nature of property-management software, and denies any

remaining allegations in Paragraph 6.

7. Yardi denies Entrata’s allegations in Paragraph 7.

A. Entrata and Its Products

8. Yardi lacks knowledge or information sufficient to form a belief about the truth

of the allegations in Paragraph 8, and, on that basis, denies them.

Entrata’s Platform Products

9. Yardi lacks knowledge or information sufficient to form a belief about the truth of

the allegations in Paragraph 9, and, on that basis, denies them.


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14. Yardi denies that Entrata was marketed in 2003. Yardi lacks knowledge or

information sufficient to form a belief about the truth of the remaining allegations in Paragraph

14, and, on that basis, denies them.

Entrata’s Point Solution Products







B. Yardi and Its Products

18. Yardi denies that it is a “dominant” provider of core accounting database software

for use in the multi-family housing industry in the United States. Yardi admits that more than

eight million residential units are managed using Yardi software, and more than 1,650 property


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management customers are using Yardi Voyager 7S, Yardi’s most advanced property

management and accounting platform. Yardi denies any remaining allegations in Paragraph 18.

19. Yardi admits that it licenses a range of property management software solutions

for the management of multifamily property portfolios. Yardi denies any remaining allegations

in Paragraph 19.





Voyager’s Market Dominance


25. Yardi admits that historically it allowed several different hosting options for its

software and databases. Yardi denies any remaining allegations in Paragraph 25.

C. Entrata’s and Yardi’s Initial “Friendly” Collaborations

26. Yardi admits that it executed the first Non-Disclosure Agreement with Entrata on

or about September 28, 2004, which speaks for itself. Yardi denies the remaining allegations in

Paragraph 26, expressly including Entrata’s false allegations that Yardi permitted Entrata to

possess and access the Voyager software, which are at the heart of Yardi’s lawsuit against

Entrata in the United States District Court for the Central District of California for, among other

things, misappropriation and copyright infringement.



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28. Yardi admits that it executed a Non-Disclosure Agreement with Entrata on or

about February 24, 2006, which speaks for itself. Yardi refers to that agreement for its contents,

denies Entrata’s mischaracterizations and purported characterizations thereof, and denies any


29. Yardi admits that it markets and sells portal products in competition with many

other companies, including Entrata. Yardi admits that Entrata contacted Yardi, proposing that

Entrata become a third-party integrator, whereby Entrata would develop and Yardi would host a

custom interface, which would interface with a customer’s Voyager database and enable Entrata

to provide some of its services to Yardi customers. Yardi further admits that Entrata and Yardi

exchanged e-mails, which speak for themselves. Yardi refers to those emails for their contents

and denies Entrata’s mischaracterizations and purported characterizations thereof. Yardi denies

that it assisted Entrata in developing Entrata’s products or that Yardi’s own products were

developed to compete with Entrata. Yardi lacks knowledge or information sufficient to form a

belief about the truth of the remaining allegations in Paragraph 29, and, on that basis, denies

them.

30. Yardi admits that, once its standard interface partnership program (SIPP) was in

place, it encouraged third-party providers to communicate with Yardi’s database through Yardi-

designed standard interfaces in order to ensure client data integrity and security. Yardi further

admits that Entrata designed its own custom interface. Yardi either denies as

mischaracterizations or lacks knowledge or information sufficient to form a belief about the truth

of the remaining allegations in Paragraph 30, and, on that basis, denies them.



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33. Yardi admits that Entrata sent a copy of the source code used in an Entrata

interface utility to Yardi. Yardi admits that it reviewed Entrata’s source code, with Entrata’s

express permission, actual knowledge and enthusiastic support, in order to detect any security or

compatibility concerns. Yardi denies Entrata’s mischaracterizations and purported

characterizations that comprise the remaining allegations in Paragraph 33.


35. Yardi admits that it charged some customers to host third-party custom interfaces

on Yardi’s servers. Yardi denies Entrata’s remaining allegations in Paragraph 35.


whether Entrata referred customers to Yardi and recommended that they use Yardi’s property-

management software, and, on that basis, denies that allegation. Yardi denies Entrata’s




38. Yardi admits that, in December 2008, it sent communications to third-party

providers, which speak for themselves. Yardi refers to those communications for their contents

and denies Entrata’s mischaracterizations and purported characterizations thereof. Yardi further

admits that SAS70 (now known as SSAE 16) is an auditing standard used to verify that service

providers have adequate controls and safeguards in place when they host or process data

belonging to their customers and that Yardi communicated this information to clients when

needed. Yardi admits that Entrata executed a letter agreement dated January 8, 2009, which


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speaks for itself. Yardi refers to that agreement for its contents and denies Entrata’s

mischaracterizations and purported characterizations thereof. Yardi denies the remaining

allegations contained in Paragraph 38.

39. Yardi admits that it obtained from Entrata source code for an Entrata custom

interface utility. Yardi further admits that it decompiled and reviewed Entrata’s custom interface

utility source code. Yardi expressly denies that the decompilation violated the 2006 NDA or any

other agreement between the parties, a claim that Entrata knows is false and yet has wrongfully

communicated to third parties. Rather, Yardi admits that it expressly and clearly informed

Entrata at the outset of its business relationship that all of Entrata’s applications hosted on Yardi

servers would be subject to review by Yardi at the code level. Yardi further admits that Entrata

knowingly and willingly provided the source code for its custom interface in order for Yardi to

conduct a security review of the interface, as alleged in paragraph 33 of Entrata’s First Amended

Complaint. Yardi admits to conducting such security reviews as part of its effort to protect client

data and the Yardi network from legitimate and well-documented data security concerns. On

information and belief, the last sentence in Paragraph 39 refers to a deposition response, made

subject to the express objection of counsel, which is currently contested in the California

litigation and which otherwise speaks for itself. Yardi denies Entrata’s mischaracterizations and

purported characterizations of said deposition response. Yardi denies Entrata’s remaining

allegations in paragraph 39.

40. Yardi again expressly denies Entrata’s allegations that the 2006 NDA was

breached, and denies Entrata’s allegation that it has been harmed and continues to be harmed as a

result. Yardi denies any remaining allegations in Paragraph 40.


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D. Yardi’s Unlawful Efforts to Stifle Competition


False Messages to Customers and Yardi’s Suit Against Another Software Company



44. Yardi admits that, on January 24, 2011—after successfully avoiding litigation for

the first 29 years of its history—Yardi filed a lawsuit against RealPage, another provider of

property management software and associated plug-ins, in which Yardi asserted a claim for

copyright infringement, among other claims. Yardi also admits that, after the lawsuit was filed,

Yardi held a conference call with third-party providers, including Entrata. Yardi expressly

denies that the lawsuit against RealPage was part of a “systematic attack,” which is a false

allegation propagated by Entrata following Yardi’s lawsuit against Entrata for alleged trade

secret misappropriation, copyright violations, and other serious wrongdoing. Yardi admits that it

continues to do business with RealPage, which Entrata alleges to be a significant provider of

property management software. Yardi denies Entrata’s remaining allegations in Paragraph 44.

45. Yardi admits that it has entered into a variety of agreements with customers,

which speak for themselves. Yardi refers to those agreements for their terms, denies Entrata’s

mischaracterizations and purported characterizations thereof, and denies Entrata’s remaining



whether Entrata announced its launch of Entrata Core in the summer of 2012, and, on that basis,

denies that allegation. Yardi denies Entrata’s remaining allegations in Paragraph 46.


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47. Yardi admits it sent emails to customers dated March 3, 2015, and May 15, 2015,

which speak for themselves. Yardi refers to those emails for their contents, denies Entrata’s

mischaracterizations and purported characterizations thereof, and denies any remaining



49. Yardi admits that, in 2012, Yardi began communicating that it would start

charging vendors including Entrata $25,000 to use each of seven Yardi standard interfaces.

Yardi denies Entrata’s remaining allegations in Paragraph 49.

50. Yardi admits that it executed a Non-Disclosure Agreement with Entrata in 2012,

which speaks for itself. Yardi refers to that agreement for its terms, and denies Entrata’s

mischaracterizations and purported characterizations thereof. Yardi lacks knowledge or

information sufficient to form a belief about Entrata’s motivations with respect to the 2012 NDA

and, on that basis, denies such allegations. Yardi denies Entrata’s remaining allegations in

Paragraph 50.

51. Yardi admits that it has attempted in good faith to come to terms with Entrata on a

Data Exchange Agreement and that Entrata provided Yardi with “gap” analyses, which speak for

themselves. Yardi refers to that agreement and the analyses that were provided for their terms

and content, and denies Entrata’s mischaracterizations and purported characterizations thereof.

Yardi expressly denies that it unilaterally terminated negotiations on the Data Exchange

Agreement and denies Entrata’s remaining allegations in Paragraph 51.

52. Yardi admits that Entrata informally requested specifications for Yardi’s standard

interfaces at various times, including in 2015, and Yardi further admits that Entrata refused to


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sign the mutually negotiated Data Exchange Agreement that would have facilitated such an

exchange. Yardi denies Entrata’s remaining allegations in Paragraph 52.

Yardi’s Lawsuit against Entrata

53. Yardi admits that, on October 21, 2013, Yardi commenced a lawsuit against

Entrata in the United States District Court for the Central District of California, which asserts,

among other claims, copyright infringement and trade secret misappropriation. Yardi admits that

it maintains a website at http://www.yardi.com/news/yardi-lawsuit-against-property-solutions-

international/ that contains information related to Yardi’s lawsuit in the Central District of

California. Yardi expressly denies that the lawsuit was commenced to impair Entrata’s ability to

fairly compete with Yardi; the lawsuit was instead commenced in response to, among other

serious misconduct, Entrata’s copyright infringement and trade secret misappropriation. Yardi

denies Entrata’s remaining allegations in Paragraph 53.

54. Yardi admits that it notified existing and potential customers about its lawsuit

against Entrata, Yardi’s need to protect its intellectual property, and Yardi’s desire to continue to

support mutual customers despite the lawsuit. These notifications speak for themselves. Yardi

denies Entrata’s mischaracterizations and purported characterizations of any client notices and

denies Entrata’s remaining allegations in Paragraph 54.

55. Yardi denies Entrata’s allegations in Paragraph 55, and again expressly denies

Entrata’s allegation that Yardi’s lawsuit against Entrata, filed in the Central District of

California, was “strategically commenced.”



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Yardi’s Further False Assertions and Acts Aimed at Stifling Competition from Entrata

57. Yardi denies that it rendered Entrata’s custom interface utility inaccessible. Yardi

admits that it quarantined a “diagnostics.asmx” file due to a security vulnerability. Yardi

expressly denies that Yardi violated either the 2006 NDA or the 2012 NDA in so doing. Yardi

lacks knowledge or information sufficient to form a belief about the truth of the remaining

allegations in Paragraph 57, and, on that basis, denies them.

58. Yardi admits that Entrata purports that it is informed of and believes the

allegations in Paragraph 58, but Yardi denies Entrata’s allegations in Paragraph 58.


60. Yardi admits that it quarantined a “diagnostics.asmx” file due to a security

vulnerability on January 14, 2015 and then notified Entrata and mutual customers of that security

step. Yardi denies Entrata’s remaining allegations in Paragraph 60.

61. Yardi admits that it sent emails to Entrata and mutual customers on January 14,

2015, which speak for themselves. Yardi refers to those emails for their contents and denies

Entrata’s mischaracterizations and purported characterizations thereof. Yardi denies Entrata’s


62. Yardi admits that Yardi’s Vice President and General Counsel, Arnold Brier, sent

an email on January 14, 2015, which speaks for itself. Yardi refers to that email for its contents,

denies Entrata’s mischaracterizations and purported characterizations thereof, and denies

Entrata’s remaining allegations in Paragraph 62.

63. Yardi admits that Arnold Brier sent an email to Entrata’s Chief Legal Counsel,

Jared Hunsaker, on January 14, 2015, which speaks for itself. Yardi refers to that email for its


12 89787869.1 0055658-00001

contents and denies Entrata’s mischaracterizations and purported characterizations thereof.

Yardi denies Entrata’s remaining allegations in Paragraph 63.

64. Yardi denies the first and last sentences of Paragraph 64. Yardi lacks knowledge

or information sufficient to form a belief about the truth of the remaining allegations in

Paragraph 64, and, on that basis, denies them.


the allegations in the second sentence in Paragraph 65, and, on that basis, denies them. Yardi

denies the allegations in the first and third sentences of Paragraph 65.

66. Yardi denies the first sentence of Paragraph 66. Yardi admits that Entrata

purports to characterize a communication from a customer, which speaks for itself. Yardi refers

to that communication for its contents and denies Entrata’s mischaracterizations and purported

characterizations thereof, and denies the remaining allegations in Paragraph 66.

67. Yardi admits that Jared Hunsaker sent a letter to Arnold Brier on January 15,

2015, which speaks for itself. Yardi refers to that letter for its contents, denies Entrata’s

mischaracterizations and purported characterizations thereof, and denies the remaining


Yardi’s Acts of Coercion against Entrata

68. Yardi expressly denies that its conduct with respect to Entrata’s custom interface

stood to cause substantial damage to Yardi’s competitors, and notes that the allegations of harm

contained in the section entitled “Yardi’s Acts of Coercion against Entrata” (Paragraphs 68-91 of

the First Amended Complaint) refer only to interactions between Yardi and Entrata. Yardi

admits that Entrata is solely and exclusively responsible for writing and maintaining its custom


13 89787869.1 0055658-00001

interface and other products and thus Entrata is responsible for any functionality issues with its

products. Yardi denies Entrata’s mischaracterizations and purported characterizations of Yardi’s

actions and denies all other allegations in Paragraph 68.



70. Yardi denies the first sentence of Paragraph 70. Yardi admits that its CEO, Anant

Yardi sent an email to Entrata’s CEO, Dave Bateman, on January 15, 2015, which speaks for

itself. Yardi refers to that email for its contents, denies Entrata’s mischaracterizations and

purported characterizations thereof, and denies the remaining allegations in Paragraph 70.



73. Yardi expressly denies Entrata’s allegation that the purported market for the sale

of integration products is less competitive because of any conduct by Yardi, particularly in light

of Entrata’s own allegations in its original Complaint that Entrata “received notice from several

of its customers that other purveyors of software designed to interface with Yardi’s property

management software had been in contact with them, advising of rumors that [Entrata] would no

longer be a viable choice, and offering their competing services to fill the upcoming void.”

Yardi further denies any other allegations in Paragraph 73.


Entrata’s allegations in Paragraph 74, and, on that basis, denies them.

75. Yardi admits that on or about February 12, 2015, Yardi sent an email to Entrata,

which speaks for itself. Yardi refers to that email for its contents, denies Entrata’s


14 89787869.1 0055658-00001



76. Yardi admits that the parties exchanged communications related to pending

installations and updates, which speak for themselves. Yardi denies that Entrata provided the

information Yardi requested and denies the remaining allegations in Paragraph 76.


78. Yardi admits that Entrata submitted and continues to submit information to Yardi

related to the installation and update of Entrata’s custom interface utilities in the Yardi cloud.

The submissions speak for themselves. Yardi refers to the submissions for their contents, denies

Entrata’s mischaracterizations and purported characterizations thereof, and denies any remaining


79. Yardi admits that it sent letters to clients on or about April 28, 2015, which speak

for themselves. Yardi refers to those letters for their contents, denies Entrata’s










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82. Yardi admits that it attempted to reach agreement with Entrata on a mutually

acceptable acknowledgement. Yardi denies Entrata’s mischaracterizations and purported

characterizations of those communications and denies any remaining allegations in Paragraph 82.

83. Yardi admits that as part of its processes, Yardi gathers information before Yardi

will update or install third-party software that is or is to be hosted in the Yardi cloud, and that

any forms used to solicit this information speak for themselves. Yardi refers to any such forms

for their content, denies Entrata’s mischaracterizations and purported characterizations of any

such forms, and denies any remaining allegations in Paragraph 83.

84. Yardi admits that it limits the hosting in the Yardi cloud of certain third-party

software for various legitimate reasons. Yardi denies Entrata’s remaining allegations in

Paragraph 84.

85. Yardi admits that it sent customers a letter in November 2015, which speaks for

itself. Yardi refers to that letter for its contents, denies Entrata’s mischaracterizations and

purported characterizations thereof, and denies any remaining allegations in Paragraph 85.

86. Yardi admits that Arnold Brier emailed Jared Hunsaker on December 1, 2015,

which speaks for itself. Yardi refers to that email for its contents, denies Entrata’s



87. Yardi admits that for various legitimate reasons, including data-security concerns,

certain third-party software will be removed from the Yardi cloud after August 31, 2018. Yardi


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denies the remaining allegations in Paragraph 87, including but not limited to the false allegation

that Yardi is discontinuing the Standard Interface Partnership Program (SIPP), which currently

has dozens of members, including direct competitors. Yardi of course reserves the right to

decide which, if any, third-party vendors may join the SIPP.





Yardi’s Continued Acts Aimed at Injuring Entrata and other Third-Party Integrators

92. Yardi admits that it sent an email to mutual customers on March 3, 2015, which

speaks for itself. Yardi refers to that email for its contents, denies Entrata’s mischaracterizations

and purported characterizations thereof, and denies any remaining allegations in Paragraph 92.

93. Yardi admits that Jared Hunsaker sent an email and a letter to Arnold Brier on

March 24, 2015, which speak for themselves. Yardi further admits that Jared Hunsaker sent an

email and letter to Arnold Brier on April 2, 2015, which speak for themselves. Yardi refers to

those emails and letters for their contents, denies Entrata’s mischaracterizations and purported

characterizations thereof, and denies any remaining allegations in Paragraph 93.

94. Yardi admits that it communicated certain information to Entrata, all of which

speaks for itself. Yardi refers to its communications for their contents, denies Entrata’s




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95. Yardi admits that it has sent communications to customers about Yardi’s plans

with respect to hosting third-party software in the Yardi cloud, which speak for themselves.

Yardi refers to those communications for their contents and denies Entrata’s mischaracterizations

and purported characterizations thereof. Yardi lacks knowledge or information sufficient to form

a belief about the truth of the last sentence in Paragraph 95, and, on that basis, denies those

allegations. Yardi further denies any remaining allegations in Paragraph 95.

E. Relevant Markets and Yardi’s Market Power















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IV. CLAIMS FOR RELIEF

FIRST CLAIM (Injurious Falsehoods)

109. Yardi incorporates by reference each of its responses to the foregoing Paragraphs

as if fully restated herein.








SECOND CLAIM (False Advertising)




119. The last sentence in Paragraph 119 consists of legal conclusions to which no

response is required. To the extent a response is deemed required, Yardi denies the allegations in

the last sentence of Paragraph 119. Yardi denies any remaining allegations in Paragraph 119.




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the extent a response is deemed required, Yardi denies the allegations in Paragraph 122.



THIRD CLAIM (Violations of Utah Truth in Advertising Act)







127. Yardi admits that Entrata sent Yardi a letter on January 15, 2015, which speaks

for itself. Yardi refers to that letter for its contents, denies Entrata’s mischaracterizations and

purported characterizations, and denies any remaining allegations in Paragraph 127.

128. Yardi denies Entrata’s allegations in Paragraph 128, and Yardi denies that any

such correction notice was necessary or required.



FOURTH CLAIM (Tortious Interference)




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FIFTH CLAIM (Monopolization and Attempted Monopolization of the Accounting Product Market)













SIXTH CLAIM (Monopoly Leveraging and Attempted Monopolization of the Integration Product Market)




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SEVENTH CLAIM (Unlawful Tying)














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EIGHTH CLAIM (Breach of Contract – Third Party Beneficiary)



166. Yardi admits that it has entered into agreements with customers, which speak for

themselves. Yardi refers to those agreements for their contents, denies Entrata’s









NINTH CLAIM (Breach of Express Contract – 2006 NDA)




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175. Yardi denies the allegations in Paragraph 175.





V. PRAYER FOR RELIEF

Entrata’s prayer for relief contains no factual allegations and therefore requires no

response. To the extent a response is deemed required, Yardi denies that Entrata is entitled to

any relief.

VI. AFFIRMATIVE DEFENSES

Without conceding that it has the burden of proof on any issue, Yardi asserts the

following defenses and reserves the right to amend this Answer, as necessary, to assert additional

defenses that become apparent during the course of investigation and discovery.

First Affirmative Defense (Failure to State a Claim)

Entrata has failed to adequately state a claim on which relief can be granted.

Second Affirmative Defense (Statute of Limitations)

Entrata’s claims are barred by applicable statutes of limitations.


24 89787869.1 0055658-00001

Third Affirmative Defense (Laches)

Entrata’s claims are barred because of its unreasonable delay in bringing this action.

Fourth Affirmative Defense

(Waiver)

Entrata’s claims are barred because its conduct, including its ongoing business activities

with Yardi and its work with Yardi to close security vulnerabilities, has been inconsistent with its

assertion of the claims in the Complaint.

Fifth Affirmative Defense (Estoppel)

Entrata’s claims are barred because Yardi has relied on statements and conduct by the

Entrata that are inconsistent with the relief Entrata seeks in the Complaint, including Entrata’s

acquiescence in Yardi’s conduct.

Sixth Affirmative Defense (Ratification)

Entrata’s claims are barred because Entrata has ratified Yardi’s conduct, including

through Entrata’s ongoing business dealings with Yardi and work with Yardi to close security

vulnerabilities.

Seventh Affirmative Defense (Collateral Estoppel)

Entrata is estopped from relitigating issues already decided in prior litigation between the

parties.


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Eighth Affirmative Defense (Absolute Privilege)

Entrata’s claims are barred because they are based on Yardi’s statements and conduct in

connection with judicial proceedings.

Ninth Affirmative Defense (Qualified Privilege)

Entrata’s claims are barred because they are based on Yardi’s good-faith, fair comments

made to parties in a relationship with Yardi and with an interest in the subject matter of the

communications.

Tenth Affirmative Defense (Truth)

Entrata’s claims are barred because they are based on substantially or completely true

statements.

Eleventh Affirmative Defense (Opinion)

Entrata’s claims are barred because they are based on non-actionable, privileged

statements of opinion.

Twelfth Affirmative Defense (Absence of Malice)

Entrata’s claims are barred because Yardi has always acted in good faith.

Thirteenth Affirmative Defense (Justification)

Entrata’s claims are barred because Yardi’s conduct was justified by Yardi’s need to

protect its security and other interests as well as those of its customers.


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Fourteenth Affirmative Defense (First Amendment)

Entrata’s claims are barred because they are based on statements protected by the First

Amendment.

Fifteenth Affirmative Defense (Mitigating Circumstances)

Although Entrata is not entitled to any relief, all of Yardi’s statements and conduct that

may be the subject of the Complaint were made in good faith and with the honest belief in their

truth, warranting a reduction of any damages that may be awarded to Entrata.

Sixteenth Affirmative Defense (Failure to Identify Special Damages)

Entrata’s claims are barred because Entrata has failed to identify any specific injury

attributable to Yardi’s conduct.

Seventeenth Affirmative Defense (Fair Competition)

Entrata’s claims are barred because they are based on legal and proper conduct in

furtherance of Yardi’s economic interests.

Eighteenth Affirmative Defense (Noerr-Pennington Doctrine)

Entrata’s claims are barred because they are based on Yardi’s legitimate efforts to

enforce its interests and the law through the courts.

Nineteenth Affirmative Defense (Procompetitive Conduct)

Entrata’s claims are barred because they are based on procompetitive conduct.


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Twentieth Affirmative Defense (Defenses to Underlying Contracts)

Although Entrata has not identified the contracts under which it claims rights as a third-

party beneficiary, Yardi will assert against Entrata all available defenses to any alleged breach of

any contract that Entrata ultimately identifies.

Twenty-First Affirmative Defense (Unclean Hands)

Entrata’s claims are barred by unclean hands because Entrata has engaged in the same

conduct it accuses Yardi of engaging in.

Twenty-Second Affirmative Defense (Failure to Mitigate)

Entrata is not entitled to damages arising from its failure to mitigate its alleged injury.

Twenty-Third Affirmative Defense (Setoff)

Although Entrata is not entitled to any relief, any damages awarded to Entrata are subject

to setoff by amounts that Entrata owes or will owe to Yardi.

Twenty-Fourth Affirmative Defense (Reservation of Rights)

Yardi reserves its right to assert additional affirmative defenses and/or counterclaims. WHEREFORE, Yardi prays for judgment as follows: 1. That Entrata take nothing by way of the Complaint;

2. That Yardi be awarded judgment against Entrata and awarded its costs and

attorneys’ fees to the extent permitted by law; and

3. That Yardi be awarded other and further relief as this Court deems just and

proper.


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COUNTERCLAIMS

Introduction

1. Yardi’s claims stem from Entrata’s persistent, unlawful exploitation of mutual

customers in its efforts to damage Yardi in the marketplace. Entrata’s misconduct has caused

and will continue to cause harm to both Yardi and those customers.

2. Yardi has a long history of working collaboratively with other companies—

including competitors of Yardi’s—who develop their own ancillary products and services that

interface with Yardi’s flagship Voyager® software for the benefit of mutual clients. Yardi

successfully works with over 100 other ancillary providers that make hundreds of products and

services available to well over 1,000 mutual clients. In 2006, Entrata, then known as Property

Solutions International, Inc., became one such company.

3. Unfortunately, Yardi came to suspect that Entrata had improperly obtained and

was surreptitiously accessing Yardi’s Voyager software for the purpose of misappropriating

Yardi’s intellectual property. Yardi eventually confirmed its suspicions. Entrata accomplished

its purpose in part by misleading ancillary product customers about Entrata’s right to use and

access the Voyager software and convincing them to give Entrata access to Yardi’s software.

After Yardi’s attempt to address its serious concerns directly with Entrata failed Yardi had no

choice but to file suit against Entrata in the United States District Court for the Central District of

California in 2013 (Case No. 2:13-cv-07764) for, among other things, copyright infringement

and misappropriation of trade secrets (the “California case”).

4. After litigating the California case for a year and a half, during which indisputable

evidence of Entrata’s serious misconduct emerged, Entrata filed the present lawsuit in this Court,


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in an apparent but misguided attempt to create settlement leverage in the California case. In the

present suit, Entrata makes a variety of business tort and antitrust claims, the bulk of which assert

that Yardi is acting unlawfully by discontinuing the use of custom interfaces with Voyager and

by not allowing Entrata to integrate its ancillary products via a standard interface. Yardi denies

that it has engaged in any conduct that is illegal or improper, and it denies that Entrata is entitled

to any relief.

5. However, while asserting in this lawsuit that Yardi is discontinuing its business

relationship with Entrata, Entrata is simultaneously knowingly, falsely and maliciously telling

joint customers the opposite—that the business relationship will continue. By doing so, Entrata

is causing joint customers who wish to continue using Voyager to abstain from or delay selecting

an ancillary product provider other than Entrata—whether it is Yardi or one of many third

parties. Entrata is thereby increasing its short-term profits at the expense of Yardi and the

parties’ mutual customers.

6. At the same time, Entrata is also discouraging mutual customers from upgrading

to the latest version of Voyager 7S, Yardi’s most advanced Voyager software, by falsely

claiming that such upgrades may “break” Entrata’s interface with Voyager. In fact, numerous

mutual clients currently use both Voyager 7S—including all versions of the 7S plug-in—and

Entrata products that rely on Entrata’s custom interface utility. Entrata’s false and misleading

statements are designed to interfere with Yardi’s contractual relationships by disparaging Yardi’s

products and reputation, dissuade Yardi customers from adopting Yardi’s most up-to-date

software, and otherwise mislead customers about the stability and operation of Yardi’s Voyager

software platform.


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7. Since filing its own strategic lawsuit in this Court, Entrata has continued to use

mutual customers as pawns in its attempts to damage Yardi. Yardi brings these counterclaims to

stop Entrata from lying to and misleading mutual customers, both to the customers’ and to

Yardi’s detriment.

The Parties

8. Entrata, Inc., (formerly Property Solutions International, Inc.) (“Entrata”) is a

Delaware corporation with its principal place of business located at 2912 Executive Parkway,

Suite 100, Lehi, Utah 84043.

9. Yardi Systems, Inc., (“Yardi”) is a California corporation with its principal place

of business located at 430 South Fairview Avenue, Santa Barbara, California 93117.

Jurisdiction and Venue

10. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 because

one of Yardi’s claims arises under the federal Lanham Act, 15 U.S.C. § 1051 et seq. This Court

also has subject matter jurisdiction pursuant to 28 U.S.C. § 1332 because the matter in

controversy exceeds the sum or value of $75,000, exclusive of interest, costs, and attorneys’ fees,

and is between citizens of different states. Likewise, the value of the non-monetary relief sought

also exceeds the sum or value of $75,000, exclusive of interest, costs, and attorneys’ fees. This

Court has supplemental subject matter jurisdiction over Yardi’s state law claims pursuant to 28

U.S.C. § 1367 because those claims are so related to claims over which the court has original

jurisdiction so as to form part of the same case or controversy.


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Factual Background

Yardi’s Voyager Platform

12. Yardi is a provider of a wide variety of high-performance software solutions and

ancillary products and services related to property management and property investment

management. Yardi develops, markets, hosts and licenses its software to real estate, property

management and property investment clients in property and property investment management

industries.

13. Yardi was built from the ground up by founder and President Anant Yardi, who

used his computer programming background and business insights to build Yardi’s first property

management software product in 1984. Since then, Yardi has become a respected and successful

designer and developer of property management and real estate investment software for clients

around the world. Over the last 30 years, Yardi has grown to become a team of over 5,000

dedicated employees who have created unique and powerful solutions for accounting, marketing,

resident screening, payment processing, facilities management, budgeting and forecasting,

utilities billing, and investment management. At the same time, Yardi has built its reputation by

conducting its affairs in accordance with its unwavering commitment to customer service,

integrity, innovation and community service.

14. Yardi’s proprietary Voyager software is designed to help clients work more

efficiently and to eliminate the need for clients to transfer data among various systems. Voyager

software offers an operating platform that centralizes accounting and property management data

in a single system.


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15. Various third-party companies develop and market certain specialized ancillary

products and service modules that are intended to interface with the customers’ Voyager

databases. That is, Yardi customers may use the Voyager software as their operating platform

and may license software from third parties to perform specific additional desired functions.

Almost all providers of ancillary products use Yardi’s standard interfaces to faciliate a seamless

and secure transfer of data to and from the Voyager database. A few third-party providers,

however, still use their own custom interfaces, which is simply not sustainable. For example,

Yardi’s planned encryption of selected sensitive data in Voyager 7S databases is not compatible

with custom interface applications; certain custom interface applications are known to cause

errors, data corruption and other serious issues such as out-of-balance conditions in the general

ledger—which Yardi is then expected and frequently called upon to help analyze and correct.

Further, hosted third-party software that accesses the data in Voyager databases can present

serious potential risks unless thoroughly tested and validated, which Yardi cannot reasonably

ensure or control.

Yardi’s Relationship with Entrata

16. Entrata is one of the third-party companies that develop ancillary products and

service modules that interface with customers’ Voyager databases. Entrata’s ancillary products

link to the Voyager databases through a custom interface.

17. Entrata has also developed its own property management software product called

Entrata Core.

18. As described in Yardi’s complaint in the California case, Entrata has developed

its property management software product in part by illegally obtaining a copy of, and then


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exploiting its unauthorized access to, Yardi’s Voyager software. Entrata has never had any

license, or been otherwise authorized, to possess or use the Voyager software (as opposed to

having the ability, through the custom interface utility and with permission from mutual clients,

to exchange certain data with those customers’ Voyager databases).

19. Yardi confronted Entrata directly with its suspicion that Entrata illegally

possessed the Voyager software. Yardi also explained that its agreements with its customers

prohibited those customers from providing Entrata with copies of, or access to, the Voyager

software. Entrata denied ever possessing, accessing, using or copying the Voyager software or

the Voyager software user manuals—but Entrata’s denials were demonstrably false.

20. Given Entrata’s explicit and false denials that it had possessed or accessed the

Voyager software and user manuals, in October 2013 Yardi filed suit in the United States District

Court for the Central District of California.

21. Through discovery in the California case, Yardi has been able to show that that

Entrata illegally obtained a copy of the Yardi Voyager software, deceived mutual customers in

the course of asking them to disclose Yardi’s proprietary information, and that Entrata’s CEO

personally carried a server containing an illegal copy of Yardi’s Voyager software to his team of

software developers in India.

22. In retaliation against Yardi’s claims, and to create settlement leverage in the

California case, Entrata filed suit in this Court on February 12, 2015, claiming that Yardi’s

legitimate business activities were instead violations of antitrust and tort laws.

Entrata’s False Statements That It Will Join Yardi’s Standard Interface Partnership Program

23. By letter dated November 18, 2015, Yardi informed its customers that


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Yardi would no longer allow the use of custom interfaces for third-party applications with

respect to multifamily portfolios. Custom interfaces can cause serious technical problems for

mutual clients, and it is difficult for Yardi to reasonably ensure that custom interfaces are

adequately secure. Yardi gave customers until August 31, 2018, to transition to a Yardi ancillary

product, a third-party vendor’s ancillary product that uses Yardi’s standard interface, or a third-

party property management software product. Yardi chose the August 31, 2018, date in order to

allow mutual customers to make an orderly and seamless transition to the product of their choice.

24. Yardi has explicitly told Entrata that Yardi has no plans to allow Entrata to join

Yardi’s Standard Interface Partnership Program (“SIPP”).

25. In fact, Entrata alleges in this lawsuit that “[o]n December 1, 2015, [Yardi’s Vice

President and General Counsel] Mr. [Arnold] Brier emailed [Entrata’s Chief Legal Counsel] Mr.

[Jared] Hunsaker, notifying him that Yardi has no plans to allow Entrata to join the Yardi

Standard Interface Program.”

26. Nevertheless, on information and belief, Entrata has falsely and knowingly told

and continues to tell Yardi clients that Entrata will transition to Yardi’s standard interface.

27. In the same December 1, 2015 email cited by Entrata in its Complaint, Mr. Brier

informed Mr. Hunsaker that Yardi was aware of Entrata’s false statements to customers in this

regard:

PSI knows this is not true; PSI is not in the process of joining Yardi’s Standard Interface Partnership Program, and Yardi has no plans to enter into any new business relationships with PSI in the future. Making such false representations to clients is a troubling continuation of PSI’s well documented history of lies and deception, which—in addition to PSI’s blatant misappropriation and misuse of Yardi’s software—is why PSI and Yardi have been in agreement since June that their business relationship is irreparably damaged and that the parties will go their separate ways.


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28. Mr. Brier closed his email by asking Entrata to “ensure [Entrata] immediately

stops spreading false information to Yardi clients.”

29. But Entrata did not stop spreading false information to Yardi clients. Yardi thus

wrote to Entrata again on June 21, 2016:

In the last few days we have heard from several mutual clients that both Ben Zimmer and Chase Herrington independently are telling clients that PSI will transition to the Yardi standard interface and that PSI and Yardi are “close to working out their differences.”

PSI knows this is not true. PSI is not in the process of joining Yardi’s Standard Interface Partnership Program. The parties have no plans to enter into any new business relationships in the future and in fact agreed in June of 2015 that their business relationship is irreparably damaged. Further, as you well know we have had no substantive conversations of any kind for almost one year.

PSI’s false representations have not only continued, but are now coming from the highest levels of your company. These false representations further evidence PSI’s well-documented history of lies and deception—and also flatly contradict PSI’s own allegations made in Federal Court (see paragraph 86 of your most recently amended complaint).

PSI’s falsehoods now appear purposefully intended to interfere with Yardi’s ongoing business relationships and must stop immediately.

Thanks in advance for taking the necessary steps to resolve this right away.

30. Entrata’s false statements stand to cause Yardi’s customers significant harm.

Customers’ ability to make a timely and seamless transition to the products of their choice, and

thus to proceed without substantial business disruption, will be jeopardized if they delay

implementing a transition plan because they are falsely led to believe that no such transition

ultimately will be necessary. Entrata’s intent in making such false and misleading statements is

to confuse mutual customers, damage customers’ relationships with Yardi, and disrupt Yardi’s

business operations. Yardi is already expending significant resources working with customers to

clear up the confusion caused by Entrata’s false and misleading statements.


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Entrata’s False Statements That Upgrading to Voyager Will “Break” the Interface Between Ancillary Products and Voyager

31. Entrata is harming Yardi and its customers with other false statements as well.

On information and belief, Entrata has been discouraging customers from upgrading to Voyager

7S as recently as October 2016. Entrata has falsely told customers that the upgrade may “break”

the interface between Entrata’s ancillary products and Voyager because the upgrade changes

over 1,000 tables in the Yardi database and Entrata has no way of knowing what changes might

have been made.

32. Entrata’s statements disparaging Voyager 7S are false and misleading. Many

mutual customers currently use Entrata ancillary products with Voyager 7S. In addition,

upgrading to Voyager 7S from older versions of Voyager, or from an earlier release of Voyager

7S to a later release of Voyager 7S (such as from Core plug-in 7.2 to 7.3) does not necessarily

involve changing vast numbers of database tables. Further, although some tables may

necessarily change between versions, a great many of those tables (such as tables related to

public housing, for example) have nothing to do with the functionality of Entrata’s ancillary

products.

33. Entrata’s false and misleading statements thus are clearly only designed to

disparage Yardi’s products and reputation, mislead customers about the stability and operation of

Yardi’s platform, and dissuade Yardi’s customers from taking advantage of Yardi’s most

advanced products.

34. Entrata’s statements are harming Yardi and mutual customers by preventing Yardi

from offering product improvements and innovations to meet those customer’s needs. If Yardi

cannot offer its new technology as the industry develops, Yardi’s position in the marketplace


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suffers—as do its customers, who are not able to obtain the value offered by Voyager’s improved

functionality, stability and data security.

35. Yardi is already expending significant resources working with customers to clear

up the confusion caused by Entrata’s false and misleading statements.

Claims for Relief

FIRST CLAIM

Injurious Falsehood

36. Yardi repeats and realleges Paragraphs 1-35 of the Counterclaims and

incorporates them herein by reference.

37. Entrata’s statements that Yardi will allow Entrata to join its Standard Interface

Partnership Program and that upgrading to Voyager 7S will “break” the interface between

Entrata’s ancillary products and Voyager are false.

38. Each of these injurious falsehoods was calculated to, and does, disrupt, harm and

interfere with Yardi’s relationship with current and prospective customers—including users of

property management software and ancillary products as well as investors in real estate

markets—injuring both Yardi and its current and prospective customers. Entrata’s injurious

falsehoods are also designed to—and do—prevent mutual customers from making timely

business decisions that would improve the functionality of Voyager and avoid future business

disruption.

39. In making these false statements, Entrata knew and intended or should have

known that their publication would likely harm Yardi’s pecuniary interests. Entrata’s false

statements hamper, interfere with, delay and otherwise seek to prevent customers’ ability to


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transition to a non-custom interface ancillary product (or another property management software

product) within a reasonable time, harming Yardi’s relationship with those customers and

preventing Yardi from offering its own ancillary products to those customers. Entrata’s

statements further disparage Yardi’s upgraded Voyager product, harming Yardi’s reputation, its

ability to acquire new customers, and its relationship with current customers.

40. Significant amounts of Yardi’s resources have already been expended, and will

continue to be expended, responding to customers’ and potential customers’ concerns and

confusion arising from Entrata’s false and misleading representations.

41. Entrata has acted in bad faith and with malice in publishing the above-referenced

injurious falsehoods.

42. Entrata knew or should have known that each of these statements is false, or at

least that it has acted in reckless disregard of the falsity of its communications.

43. Yardi has suffered irreparable harm arising from Entrata’s publication and

dissemination of injurious falsehoods. Yardi will continue to suffer so unless and until Entrata is

enjoined from publishing and disseminating injurious falsehoods, including the above-referenced

false implications and representations.

SECOND CLAIM

False Advertising/Lanham Act



45. Entrata, in commercial promotion of its ancillary products and service modules

and in interstate commerce, has made materially false or misleading representations of fact,


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including that Entrata will join the Standard Interface Partnership Program and that upgrading to

Voyager 7S will “break” Entrata’s ancillary products’ interfaces with Voyager.

46. Entrata’s statements constitute commercial speech. Entrata made these statements

to multiple customers in connection with its offering of software products that compete with

those Yardi offers. Entrata had and has a pecuniary interest in selling its products and made

these statements to unfairly influence consumers to buy or continue using its products rather than

Yardi’s.

47. In making these false and misleading communications to customers and others

within the industry, Entrata knew that these statements were false or acted with reckless

disregard for their accuracy.

48. As a direct and proximate result of Entrata’s false and misleading statements,

Yardi has suffered injury and damages. Yardi will continue to suffer irreparable harm unless and

until Entrata is enjoined from stating or implying that Yardi will allow Entrata to join its

Standard Interface Partnership Program and that Yardi’s recent upgrade to Voyager will “break”

the interface between Entrata’s ancillary products and Voyager.

49. The foregoing statements constitute false advertising under 15 U.S.C.

§ 1125(a)(1)(B) (Section 43(a)(1)(B) of the Lanham Act). Yardi is therefore entitled to

injunctive and monetary relief, including treble damages and attorneys’ fees, pursuant to, at the

least, sections 34, 35, and 43 of the Lanham Act, 15 U.S.C. §§ 1116, 1117, and 1125.

THIRD CLAIM

Utah Truth in Advertising Act Violations



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51. By representing that Yardi will allow Entrata to join its Standard Interface

Partnership Program and that upgrading to Voyager 7S will “break” the interface between

Entrata’s ancillary products and Voyager, Entrata has engaged in deceptive trade practices in

violation of Utah Code § 13-11a-3(1), subdivision (e).

52. By representing that upgrading to Voyager 7S will “break” the interface between

Entrata’s ancillary products and Voyager, Entrata has disparaged Yardi’s business and services,

engaging in deceptive trade practices under Utah Code § 13-11a-3(1), subdivision (h).

53. Yardi has sent Entrata notice of the false nature of Entrata’s representations and

demanded that Entrata take steps to cure its false representations. Despite that notice, Entrata

failed to take action correcting its false statements.

54. By reason of the foregoing, Yardi is entitled to injunctive and monetary relief,

including attorney’s fees and an order requiring Yardi to promulgate corrective advertising,

pursuant to Utah Code § 13-11a-4.

FOURTH CLAIM

Tortious Interference



56. Entrata has intentionally interfered with Yardi’s existing and potential economic

relations by knowingly communicating the above-referenced falsehoods to Yardi’s Voyager

customers and others within the industry.


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57. To disrupt the relationship between Yardi and its customers and prevent new

customer relationships from forming, Entrata has used improper means—including but not

limited to intentionally, willfully, or recklessly making false representations that Yardi will allow

Entrata to join its Standard Interface Partnership Program and that upgrading to Voyager 7S will

“break” the interface between Entrata’s ancillary products and Voyager.

58. As a result of Entrata’s actions, Yardi has been injured and damaged and will

continue to be so injured and damaged, as significant amounts of Yardi’s resources have already

been and will continue to be expended responding to customers’ and potential customers’

confusion and concerns arising from Entrata’s accusations, falsehoods, and misleading

representations. Yardi’s reputation and goodwill with its customers has suffered as a result of

Entrata’s false and misleading statements. Yardi has also suffered in its ability to offer its

ancillary products to customers who would switch away from Entrata’s ancillary products but for

Entrata’s false statements that it will join the Standard Interface Partnership Program.

59. Yardi has suffered harm and injury and will continue to suffer harm and injury

unless and until Entrata is enjoined from tortuously interfering with Yardi’s economic and

business relations.

FIFTH CLAIM

Statutory Unfair Competition Under California Business and Professions Code § 17200



61. As discussed above, Entrata has made and continues to make misleading

statements to Entrata’s and Yardi’s mutual customers, including the statements that Yardi will


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allow Entrata to join its Standard Interface Partnership Program and that upgrading to Voyager

7S will “break” the interface between Entrata’s ancillary products and Voyager.

62. By the actions alleged in the Counterclaims, Entrata has engaged in unlawful and

unfair competition under the statutory law of the State of California, Cal. Bus. & Prof. Code

§ 17200, et seq. Entrata’s unlawful acts include those alleged herein, including violation of 15

U.S.C. 1125(a), Utah Code § 13-11a-3(1), subdivision (e), and common law. Entrata’s actions

are contrary to established public policy, immoral, unethical, oppressive and unscrupulous and

cause injuries that outweigh their benefits.

63. Each of these falsehoods was designed to, and does, disrupt, harm and interfere

with Yardi’s relationship with current and prospective customers—including users of property

management software and ancillary products as well as investors in real estate markets—injuring

both Yardi and its current and prospective customers. Entrata’s falsehoods are also designed

to—and do—prevent mutual customers from making timely business decisions that would

improve the functionality of Voyager and avoid future business disruption.

64. In making these false statements, Entrata knew and intended or should have

known that their publication would likely harm Yardi’s pecuniary interests. Entrata’s false

statements hamper, interfere with, delay and otherwise seek to prevent customers’ ability to

transition to a non-custom interface ancillary product (or another property management software

product) within a reasonable time, harming Yardi’s relationship with those customers and

preventing Yardi from offering its own ancillary products to those customers. Entrata’s

statements further disparage Yardi’s upgraded Voyager product, harming Yardi’s reputation, its

ability to acquire new customers, and its relationship with current customers.







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65. Significant amounts of Yardi’s resources have already been expended, and will

continue to be expended, responding to customers’ and potential customers’ concerns and

confusion arising from Entrata’s false and misleading representations.

66. Yardi has suffered irreparable harm arising from Entrata’s publication and

dissemination of falsehoods. Yardi will continue to suffer so unless and until Entrata is enjoined

from publishing and disseminating injurious falsehoods, including the above-referenced false

and misleading statements.

Prayer for Relief

WHEREFORE, Yardi prays that judgment be entered in its favor on each of the

foregoing claims for relief, and that:

A. Entrata be preliminarily and permanently enjoined from:

(1) Publishing or otherwise disseminating falsehoods concerning Yardi (e.g.,

that Entrata will join the Standard Interface Partnership Program and that

upgrading to the most recent version of Voyager will “break” Entrata’s

ancillary products’ interface with Voyager); and

(2) Tortiously interfering with Yardi’s existing and potential economic

relations;

B. Entrata be required to promulgate corrective advertising regarding its false and

misleading claims that Yardi will allow Entrata to join its Standard Interface

Partnership Program and that upgrading to Voyager 7S will “break” the interface

between Entrata’s ancillary products and Voyager;


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C. Award damages to Yardi (including Entrata’s profits) in an amount to be proven at

trial, trebled pursuant to 15 U.S.C. § 1117(a);

D. That Yardi be awarded damages in an amount sufficient to compensate it for the

damage caused by Entrata’s unlawful and unfair competition under Cal. Bus. & Prof.

Code § 17200, including exemplary damages provided by Cal. Bus. & Prof. Code §

17206.

D. Award Yardi its attorneys’ fees, pursuant to at least 15 U.S.C. § 1117(a), and Utah

Code § 13-11a-4(c);

E. Award Yardi its costs;

F. Award Yardi prejudgment interest, as applicable; and

G. Grant Yardi such other and further relief as is just.

JURY DEMAND

Yardi hereby demands TRIAL BY JURY of all claims and issues presented in this action

so triable.


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18 89787869.1 0055658-00001

Dated: December 1, 2016 Respectfully submitted,

By: /s/ John DeQ. Briggs John DeQ. Briggs (admitted pro hac vice)

Rachel J. Adcox (admitted pro hac vice) AXINN, VELTROP & HARKRIDER LLP 950 F Street NW Washington, DC 20004 Telephone: (202) 912-4700 Facsimile: (202) 912-4701

By: /s/ Timothy K. Conde John A. Andersen Timothy K. Conde STOEL RIVES LLP 201 South Main Street, Suite 1100

Salt Lake City, UT 84111-4904 Telephone: (801) 328-3131 Facsimile: (801) 578-6999

Attorneys for Defendant Yardi Systems, Inc.


Documents

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF … · Rachel J. Adcox (admitted pro hac vice) [email protected]. AXINN VELTROP & HARKRIDER LLP . 950 F street NW . Washington,