Allscripts Healthcare, LLC v. Andor Health, LLC

Decision Date29 July 2022
Docket NumberCivil Action 21-704-MAK
PartiesALLSCRIPTS HEALTHCARE, LLC, et al. v. ANDOR HEALTH, LLC, et al.
CourtU.S. District Court — District of Delaware
MEMORANDUM

KEARNEY, J.

Two healthcare technology companies working together since 2018 blame each other for disputes destroying their short-lived business relationship last spring. Their disputes ended up before us and later involved the Indian police. Their relationship began in spring 2018 when Allscripts Healthcare LLC purchased a company, Health Grid, from Raj Toleti who then became an Allscripts's employee. Allscripts's relationship with Mr. Toleti and his entities later expanded when Allscripts signed contracts with two of Mr. Toleti's other companies, Mahathi Software PVT., LTD. and Andor Health, LLC. The relationship began to sour in spring 2020 resulting in Mr. Toleti and high-level employee Amar Bulsara leaving Allscripts within months of each other. Allscripts ended its relationship with Mahathi by spring 2021 and immediately sued alleging breaches of agreements, sharing confidential and trade secret information, and a variety of commercial torts against Andor, Mahathi, and Messrs. Toleti and Bulsara.

Allscripts's filing the case last spring started another round of conduct now about to proceed to trial. Each party alleges the other engaged in a week-long cyberattack on the parties' once-shared virtual workspace within days of Allscripts filing this case. The parties allege stealing, destroying, or preventing access to each other's confidential and proprietary information. Mahathi reported Allscripts to the Indian police leading to criminal charges against Allscripts's employees in the United States and its affiliates in India. The parties continued to allegedly disparage and tortiously interfere with each other's business relationships.

The parties are now preparing for trial on claims for breaches of various agreements, claims surrounding the cyberattack misappropriation of trade secrets and other confidential information, and various torts including tortious interference, abuse of process, unfair competition, and defamation to merely name a few. Funded by apparently sizable litigation budgets, the parties hired purported experts to presumably help the jury understand this healthcare technology industry, Indian criminal process, and damages. They now move to preclude a total of fourteen experts from offering varied opinions largely relating to the nature of the shared workspace in high tech (hint: not a brick-and-mortar office), alleged lost profits caused by the other's alleged conduct, and how Indian criminal process works.

All parties declined our offer for an evidentiary hearing so we could better explore their wide-ranging objections and meet their burdens. We did our best to understand these issues which counsel claim are subjects of expertise. We will not hamstring the trial lawyers, but we must preclude some of the opinions cloaking as lawyer advocacy and conclusions rather than qualified opinions fitting the issues based on reliable methods and data.

We specifically preclude experts on Indian criminal law and procedure from opining as to corruption or police abuse in India, Mahathi's state of mind, or whether Mahathi's conduct violated Indian law. These experts may generally describe--consistent with Federal Rule of Evidence 611-the Indian criminal justice process, how it generally works, and opine whether Mahathi's conduct varies from the standard role and practices of an alleged victim of a cyberattack under Indian law. We allow the lost profits and damages experts to opine subject to rigorous cross-examination and consistent with Rule 611. We largely permit the parties' technology experts to testify but exclude opinions beyond their qualifications and to the extent the opinions constitute improper legal opinions or opinions on intent or state of mind. We permit Andor's rebuttal expert Aneesh Chopra to testify over Allscripts's objection, permit one of Allscripts's expert John Cauthen's opinions on a purportedly fabricated document, and permit some but not all of Allscripts's expert Dr. Yael Harris's opinions.

I. We are mindful of the balancing in our gatekeeping role.

We must ensure a witness offering an expert opinion possesses adequate “knowledge, skill, experience, training, or education” to support the opinion.[1] We act “as a ‘gatekeeper' to ensure that ‘any and all expert testimony or evidence is not only relevant, but also reliable.'[2] Congress, through Rule of Evidence 702, “usually favors admissibility.”[3] Rule 702 embodies a “trilogy of restrictions on expert testimony: qualification, reliability[,] and fit.”[4] The burden is on the party offering expert testimony to show it meets the standards for admissibility.[5]

The first category of restrictions-qualification-requires “that the witness possess specialized expertise.”[6] Our Court of Appeals interprets this requirement “liberally.”[7] [A] broad range of knowledge, skills, and training qualify an expert.”[8] We should not “impos[e] overly rigorous requirements of expertise”; “more generalized qualifications” suffice.[9]

The second category-reliability-requires us to examine “the process or technique the expert used in formulating the opinion.”[10] The opinion must be based on “the ‘methods and procedures of science' rather than on ‘subjective belief or unsupported speculation.'[11] “In other words, the expert must have ‘good grounds' for his belief.”[12] In cases not involving scientific testimony, “the relevant reliability concerns may focus upon personal knowledge or experience.”[13]

The third category-fit-requires we ask “whether [the] expert testimony proffered . . . is sufficiently tied to the facts of the case that it will aid the jury in resolving a factual dispute.”[14]“Put another way, this is a question of relevance, and Rule 702, which governs the admissibility of expert testimony, has a liberal policy of admissibility if it has the potential for assisting the trier of fact.”[15] “The standard is not that high, but is higher than bare relevance.”[16]

Rule 702's trilogy of restrictions “incorporates to some extent a consideration of the dangers, particularly the danger of unfair prejudice, enumerated in” Rule 403.[17] But Rule 403 still independently applies to expert testimony.[18] We should exclude evidence under Rule 403 if “its probative value is substantially outweighed by a danger of one or more of the following: unfair prejudice, confusing the issues, misleading the jury, undue delay, wasting time, or needlessly presenting cumulative evidence.”[19]

Under Federal Rule of Evidence 704(a), an expert's opinion “is not objectionable just because it embraces an ultimate issue.”[20] Although Rule 704 permits an expert to give testimony embracing the ultimate issue to be decided by the fact finder, an expert may not render a legal opinion.[21] Because the “boundaries of Rule 704 are often hazy,” our Court of Appeals will not permit expert testimony if the expert's opinion will interfere with the district court's “pivotal role in explaining the law to the jury.”[22]

We group the Daubert motions into four broad categories: (A) the Indian criminal justice system experts; (B) damages experts; (C) technology experts; and (D) miscellaneous experts.

II. We allow limited opinions offering expertise into the Indian criminal justice system but preclude legal conclusions or opinions which otherwise invade our or the jury's province.

Allscripts will proceed to trial on a claim Mahathi and its agents abused lawful Indian cybercrime process for the ulterior purpose of affecting Allscripts's earlier-filed claims before us. There are two elements of an abuse of process claim under Delaware law: (1) an ulterior purpose; and (2) a willful act in the use of the process not proper in the regular conduct of the proceedings.”[23] The tort of abuse of process is “perversion of the process after it has been issued.”[24] The tort “addresses a litigant's use of the legal system to perpetuate an improper purpose to sue by using, or abusing, the imposition of proceedings that accompany litigation upon an individual.”[25]

Andor moves to exclude Allscripts's proffered experts Mark Jenkins, Zulfiquar Memon, and Harry Brandon who opine on the conduct of the Indian police in the criminal investigation. Allscripts moves to exclude Andor's proffered experts Srividhya Ragavan and Susanah Naushad, two attorneys of the Indian bar, who opine on the Indian criminal justice system. We review the parties' Daubert motions within the context of Allscripts's abuse of process claim.

The opinions are buried in extended “reports” leaving us without clear direction on the anticipated opinions. But we have enough to clarify: The qualified witnesses can tell the jury about the Indian cybercrime process and whether Mahathi's conduct (as the alleged victim) is consistent with how the Indian process operates. But the qualified experts cannot opine as to whether the

Indian police or system is corrupt or whether the police acted inappropriately nor can a witness tell the jury what is in another person's mind.

A. Allscripts's experts Mark Jenkins, Attorney Zulfiquar Memon, and Harry Brandon.
1. We exclude Mark Jenkins's proffered opinion testimony.

Andor moves to exclude the opinion of Mark Jenkins.[26] Mr. Jenkins is a certified fraud examiner and is the Director of Forensic Investigations for The Kreller Group, providing professional consulting services.[27] Mr. Jenkins prepared three expert reports: an original report,[28]an amended report,[29] and a supplemental report analyzing expense documentation showing expenses paid by Mahathi for travel-related costs incurred by the...

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