Sys. Dev. Integration Llc v. Computer Sciences Corp.

Decision Date13 September 2010
Docket NumberNo. 09-CV-4008,09-CV-4008
Citation739 F.Supp.2d 1063
PartiesSYSTEM DEVELOPMENT INTEGRATION, LLC, Plaintiff, v. COMPUTER SCIENCES CORPORATION, Defendant.
CourtU.S. District Court — Northern District of Illinois

Caesar A. Tabet, Jon Jeffrey Patton, Reema Kapur, Tabet Divito & Rothstein LLC, Chicago, IL, for Plaintiff.

Thomas Cusack Cronin, Cronin & Co. Ltd., Chicago, IL, Charles William Gameros, Jennifer N. Rauch, Hoge & Gameros, LLP, Dallas, TX, for Defendant.

MEMORANDUM OPINION AND ORDER

AMY J. ST. EVE, District Judge:

Before the Court is Defendant Computer Sciences Corporation's ("CSC") Motion for Summary Judgment on Counts I through IV of Plaintiff System Development Integration, L.L.C.'s ("SDI") Complaint and Motion for Summary Judgment on Count V of SDI's Amended Complaint. For the following reasons, the Courtgrants both of CSC's motions for summary judgment.

BACKGROUND
I. Northern District of Illinois Local Rule 56.1

When determining summary judgment motions, the Court derives the background facts from the parties' Local Rule 56.1 statements. Specifically, Local Rule 56.1 assists the Court by "organizing the evidence, identifying undisputed facts, and demonstrating precisely how each side propose[s] to prove a disputed fact with admissible evidence." Bordelon v. Chicago Sch. Reform Bd. of Trs., 233 F.3d 524, 527 (7th Cir.2000). Local Rule 56.1(a)(3) requires the moving party to provide "a statement of material facts as to which the moving party contends there is no genuine issue." Cracco v. Vitran Exp., Inc., 559 F.3d 625, 632 (7th Cir.2009). "The opposing party is required to file 'a response to each numbered paragraph in the moving party's statement, including, in the case of any disagreement, specific references to the affidavits, parts of the record, and other supporting materials relied upon.' " Id. (citing N.D. Ill. R. 56.1(b)(3)(B)). In addition, Local Rule 56.1(b)(3)(C) requires the nonmoving party to present a separate statement of additional facts that require the denial of summary judgment. See Ciomber v. Cooperative Plus, Inc., 527 F.3d 635, 643-44 (7th Cir.2008). Pursuant to the Local Rules, the Court will not consider any additional facts proposed in the nonmoving party's Local Rule 56.1(b)(3)(B) Response, but instead must rely on the nonmovant's Local Rule 56.1(b)(3)(C) Statement of Additional Facts when making factual determinations. See id. at 643; Cichon v. Exelon Generation Co., L.L.C., 401 F.3d 803, 809 (7th Cir.2005) ( "Local Rule 56.1 requires specifically that a litigant seeking to oppose a motion for summary judgment file a response that contains a separate 'statement ... of any additional facts that require the denial of summary judgment.' ") (emphasis in original).

Moreover, the purpose of Rule 56.1 statements is to identify the relevant evidence supporting the material facts, not to make factual or legal arguments, see Cady v. Sheahan, 467 F.3d 1057, 1060 (7th Cir.2006), and thus the Court will not address the parties' arguments made in their Rule 56.1 statements and responses. Also, the requirements for responses under Local Rule 56.1 are "not satisfied by evasive denials that do not fairly meet the substance of the material facts asserted." Bordelon, 233 F.3d at 528. Further, the Court may disregard statements and responses that do not properly cite to the record. See Cichon, 401 F.3d at 809-10. Finally, "hearsay is inadmissible in summary judgment proceedings to the same extent that it is inadmissible in a trial." Eisenstadt v. Centel Corp., 113 F.3d 738, 742 (7th Cir.1997). With these standards in mind, the Court turns to the relevant facts of the case.1

II. Objections to Gupta Declaration

With respect to both motions for summary judgment, CSC has also filed its Objections to the Declaration of David Gupta, President of SDI. CSC argues that the declarations submitted by Gupta in support of SDI's opposition to the motions for summary judgment are self-serving and conclusory and that they improperly cite to deposition testimony and documentaryevidence. In addition, CSC levels tailored objections to the majority of assertions contained in the Gupta affidavits arguing that the assertions are based on hearsay, misstate the facts of the case, contradict the declarant's deposition testimony, and state legal conclusions. CSC requests the Court to therefore disregard these specifically identified portions of the Gupta declarations.

Rule 56(e)(1) of the Federal Rules of Civil Procedure sets forth requirements for affidavits submitted at the summary judgment stage:

A supporting or opposing affidavit must be made on personal knowledge, set out facts that would be admissible in evidence, and show that the affiant is competent to testify on the matters stated. If a paper or part of a paper is referred to in an affidavit, a sworn or certified copy must be attached to or served with the affidavit. The court may permit an affidavit to be supplemented or opposed by depositions, answers to interrogatories, or additional affidavits.

Fed.R.Civ.P. 56(e)(1). "While personal knowledge may include inferences and opinions, those inferences must be substantiated by specific facts." Vakharia v. Little Co. of Mary Hosp. & Health Care Ctrs., 62 Fed.Appx. 122, 125 (7th Cir.2003); Drake v. 3M, 134 F.3d 878, 887 (7th Cir.1998) ("Rule 56 demands something more specific than the bald assertion of the general truth of a particular matter, rather it requires affidavits that cite specific concrete facts establishing the existence of the truth of the matter asserted.")

The Court has reviewed Gupta's affidavits. Gupta's affidavits are rife with unsupported claims and assertions and, in many instances, the declarations provide no context to demonstrate that Gupta has personal knowledge of the facts to which he avers. Gupta, for example, asserts in his declaration that he has reviewed "portions" of the Exelon RFP and attaches portions of the Exelon RFP to his declaration. (R. 87, Ex. 1, ¶¶ 3-4.) Gupta, however, makes conclusory assertions regarding provisions of the RFP that are not included in the exhibit to his affidavit without averring that he has reviewed those portions of the document. It is thus unclear whether Gupta has any basis for these unsubstantiated claims. In addition, Gupta makes many assertions regarding representations by CSC employees, and others, that are unsupported by evidence. Statements in affidavits premised on hearsay and not personal knowledge cannot be used to defeat a motion for summary judgment. Martin v. Shawano-Gresham Sch. Dist., 295 F.3d 701, 713 (7th Cir.2002). In addition, in his affidavits, Gupta improperly asserts many legal conclusions, including legal conclusions that go to the heart of SDI's claims. This is also improper. See Fed.R.Civ.P. 56(e).

For all of these reasons, in instances in which Gupta's affidavits do not comply with Rule 56(e)(1) or Seventh Circuit law, the Court will not deem the relevant fact admitted. Given the breadth of the improper assertions contained in his affidavits, the Court will not belabor a paragraph by paragraph analysis of the declarations. The assertions disregarded by the Court, however, include: (i) descriptions of the RFP not supported by the documentary evidence, (ii) the conclusory assertion that "at all times SDI was and is a qualified and certified minority owned business," (iii) the statement that, in December 2007, "SDI and CSC reached an agreement that involved an exclusive partnership," (iv) assertions regarding the specific terms of the partnership agreement, (v) representations of unidentified CSC employees and representations regarding unspecified oral agreements (no dates, no parties, no terms), (vi) factual assertions lackingfoundation, (vii) the conclusory assertion that documentary evidence "confirms" the terms of the partnership between SDI and CSC, (viii) representations of CSC to third parties, (ix) assertions regarding the meaning of documents prepared by CSC, and (x) conclusory assertions regarding contract terms and the legal effect of documents unsupported by the documentary evidence.

Finally, the Court notes that while the deficiencies in Gupta's affidavits require admission of many of the facts proffered by CSC, "the court did not turn a blind eye to the facts elsewhere available, though it is permitted to do so by non-compliance with the local rule." Little v. Cox's Supermarkets, 71 F.3d 637, 641 (7th Cir.1995). Though while the Court need "not scour the record ... to make [SDI's] arguments," Jackson v. Xerox Corp., 349 F.Supp.2d 1119, 1123 (N.D.Ill.2004), SDI has cured some of the deficiencies in Gupta's affidavits by presenting evidence in its statement of additional facts which is supported by proper evidentiary citations.2

For the foregoing reasons, the Court sustains CSC's objections to the Gupta declarations and will not consider the objectionable portions of the declarations for purposes of resolving the motions for summary judgment. With these considerations in mind, the Court turns to the relevant facts.

III. Relevant Facts
A. Background

SDI is a Delaware limited liability company with its principal place of business in Chicago, Illinois. (R. 62-1, Def.'s L.R. 56.1 Statement of Facts, ¶ 2.) CSC is a Nevada corporation with its principal place of business in Falls Church, Virginia. Id.

B. The Exelon Request for Proposal

In November 2007, Exelon Business Services Company, LLC ("Exelon"), a Chicago-based energy company, issued a Request for Proposal for the Exelon IT Infrastructure and Managed Voice Services and Outsourcing Agreement ("RFP"). (R. 62-1, ¶ 7; R. 86-1, ¶ 1.) The RFP involved an opportunity to provide information technology ("IT") consulting services to Exelon. (R. 86-1, ¶ 1.) According to an Exelon representative, one of the specific instructions in the RFP was that, at a minimum, Exelon would award at least 15% of the contract to a minority or women-owned business enterprise ("MWBE") either directly or...

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