Kaczmarek v. Microsoft Corp.
| Decision Date | 16 March 1999 |
| Docket Number | No. 98 C 7921.,98 C 7921. |
| Citation | 39 F.Supp.2d 974 |
| Parties | Ruth H. KACZMAREK, Plaintiff, v. MICROSOFT CORPORATION, Defendant. |
| Court | U.S. District Court — Northern District of Illinois |
Richard Francis O'Malley, Neil Hann Wyland, Sidley & Austin, Chicago, IL, Charles B. Casper, Peter Breslauer, Montgomery, McCracken, Walker and Rhoads, Philadelphia, PA, for Defendant.
Arthur S. Gold, Robert H. Rosenfeld, Gold & Rosenfeld, Kenneth J. Gogel, Carlin, Phillips & Garcia, North Dartmouth, MA, for Plaintiff.
As we near the Twenty-First Century, the media has focused on many potential Y2K problems. This focus will inevitably lead to much litigation, see, e.g., Jack E. Brown, Portents of the Year 2000 Computer Problem, 15 Santa Clara Computer & High Tech. L.J. 109, 116-21 (Jan.1999), which the courts will need to determine is meritful or meritless. Unfortunately for the plaintiff, we find this lawsuit falls in the latter category.
Ruth Kaczmarek filed this diversity lawsuit, purportedly as a class representative, against Microsoft, alleging that Microsoft sold software containing a latent year 2000, or Y2K, defect even though Microsoft advertised the software as Y2K compliant. Kaczmarek claims that the software, FoxPro, improperly provides a "twentieth-century default" when a two-digit date is entered, and that the default is impossible to change. On this basis she presents claims for violation of Illinois' consumer protection law, breach of Microsoft's express and implied warranties, and common law negligence. This Court denied Kaczmarek's petition for class certification and, instead, ordered briefing on Kaczmarek's motion for a preliminary injunction, (4-1), and Microsoft's motion to dismiss, (15-1). Briefing is now complete. Because Kaczmarek cannot establish an inherent defect in the FoxPro software, we grant Microsoft's motion to dismiss and deny Kaczmarek's request for injunctive relief.
Kaczmarek's complaint may be dismissed under Federal Rule of Civil Procedure 12(b)(6) only if "it appears beyond doubt that the plaintiff can prove no set of facts in support of [her] claim which would entitle [her] to relief." Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). Generally, when deciding a motion to dismiss, a court must assume that the facts pleaded in the complaint are true and resolve ambiguities in favor of the plaintiff. See, e.g., Levenstein v. Salafsky, 164 F.3d 345, 347 (7th Cir.1998); Early v. Bankers Life and Cas. Co., 959 F.2d 75, 79 (7th Cir.1992). But "`documents attached to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint."' Levenstein, 164 F.3d at 347 (quoting Wright v. Associated Ins. Cos., Inc., 29 F.3d 1244, 1249 (7th Cir.1994)). "It is a well-settled rule that when a written instrument contradicts allegations in the complaint ..., the exhibit trumps the allegations." Northern Ind. Gun & Outdoor Shows, Inc. v. City of South Bend, 163 F.3d 449, 454 (7th Cir. 1998). This exception applies in particular to cases involving contract interpretation. Levenstein, 164 F.3d at 347; Northern Ind. Gun & Outdoor Shows, 163 F.3d at 452-53.
The parties to this action have attached a multitude of documents to the various motions and memoranda currently under consideration. Before relating the pertinent facts, we must clarify which documents are appropriately before us. Kaczmarek's complaint alleges causes of action based in part on contract law. Specifically, she claims that the alleged defect in the software she purchased violates Microsoft's express and implied warranties covering the software. Thus, we may consider the warranty attached to Microsoft's motion to dismiss. The warranty guarantees that FoxPro "will perform substantially in accordance with the accompanying written materials," specifically the user manual, and provides a 90-day rejection period. Thus, the manual, ("FoxPro Manual"), was incorporated into the contract and may properly be considered at this stage of the proceedings. See ProCD, Inc. v. Zeidenberg, 86 F.3d 1447, 1452 (7th Cir.1996) (); see also Hill v. Gateway 2000, Inc., 105 F.3d 1147, 1150 (7th Cir.1997) ().
Kaczmarek's entire complaint rests on her allegations that Microsoft falsely represented that FoxPro is Y2K compliant. The complaint repeatedly refers to the warranty and the operation of FoxPro as provided in the manual. For these reasons, the warranty and manual are not "outside the pleadings" and this Court may consider them without converting Microsoft's motion to dismiss into a motion for summary judgment. Wright, 29 F.3d at 1248. We turn now to the facts.
Kaczmarek is a software developer; she creates specialized computer programs for her clients. In 1995 she purchased Microsoft's FoxPro 2.6, a software development program used by developers to customize database applications. Kaczmarek complains that the date-field function of FoxPro 2.6 contains a Y2K defect and that every application she has written using FoxPro therefore contains the defect. The result of Microsoft's alleged wrongdoing, she claims, is that computer programs she has written using FoxPro do not accurately process twenty-first century dates.
FoxPro defines date fields using the "Century On" or "Century Off" command. The FoxPro Manual describes the Century functions as follows:
SET CENTURY
Purpose: Determines whether or not FoxPro displays
the century portion of date expressions
Syntax: SET CENTURY ON / OFF
See Also: DATE(), YEAR()
Description: Use SET CENTURY to specify how date
variables and functions are displayed
Clauses: ON
SET CENTURY ON specifies a four-digit
year format that includes 10 characters
(including date delimiters)
OFF
SET CENTURY OFF specifies a two-digit
year format that includes eight
characters and assumes the twentieth
century for date calculations. This is the
default setting
(FoxPro Manual at L3-887.) A program developer cannot alter the twentieth-century default setting, even using the Century On command. Thus, if two digits are entered in the date field to represent a year, all programs created using FoxPro will assume that the date occurred in the Twentieth Century.1 FoxPro also includes a "data validation" feature which prevents data personnel from entering invalid dates, dates that simply do not exist. For example, a person attempting to enter the date "February 30" or "February 288" would receive an error message.
On this basis, Kaczmarek sets forth three principal theories for relief. Taking her claims in order of viability, first Kaczmarek alleges a breach of express and implied warranties. Specifically, she claims the alleged Y2K defect breaches Microsoft's express warranty to be "an ideal business application development environment," (Compl. at ¶¶ 44-51); the implied warranty of merchantability because FoxPro cannot be used for its ordinary purpose, (Compl. at ¶¶ 52-55); and the implied warranty of fitness for its particular purpose — namely, to aid software developers create fully functional software applications for their clients, (Compl. at ¶¶ 56-59). Second, she claims Microsoft violated the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., and the Illinois Uniform Deceptive Trade Practices Act, 815 ILCS 510/1 et seq., by misrepresenting that FoxPro is Y2K compliant and by failing to timely reveal the alleged Y2K defect.2 (Compl. at ¶¶ 35-39.) Finally Kaczmarek seeks relief for Microsoft's allegedly negligent design, manufacture, and distribution of software containing a Y2K defect.
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