Savova, et al. v. Chen, et al. (Lawyers Weekly No. 09-030-17)
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COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, so SUPERIOR COURT
CIVIL ACTION
NO. 2017-02790 BLS 2
GUERGANA K. SAVOVA and
WIRED INFORMATICS, LLC
Plaintiffs
vs.
PEI JUN CHEN, BRITT FITCH and
MURALI NAGENDRANATH
Defendants
WIRED INFORMATICS, LLC, PEI JUN CHEN, BRITT FITCH
And MURALI NAGENDRANATH,
Plaintiffs in Counterclaim
vs.
GUERGANA K. SAVOVA,
Defendant in Counterclaim
MEMORANDUM OF DECISION AND ORDER ON
DEFENDANTS’ MOTION FOR PRELIMINARY INJUNCTION
This case arises from disputes among members of a limited liability company, Wired Informatics, LLC (Wired). Plaintiff Guergana Savova, who holds a 25 percent interest in Wired, instituted this action claiming that she had been ‘frozen out” and that the other Wired members, defendants Pei Jun Chen, Britt Fitch and Murali Nagendranath had engaged in actions in breach of their fiduciary duties to her and the company. Savova sought a preliminary injunction against the defendants that asked for immediate access to certain Wired records and sought to prevent the defendants from “defaming” her. On September 18, 2017, this Court denied Savova’s request for reasons stated in open court.
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Thereafter, defendants answered the Complaint and filed their own Counterclaim alleging that Savova was assisting Wired’s competitors in breach of her fiduciary duties to them. Defendants now move for a Preliminary Injunction against Savova. After hearing and careful review of the parties’ submissions, this Court concludes that the defendants have not met their burden under Packaging Industries v. Cheney, 380 Mass. 609 (1975) for the following reasons.
Wired provides natural language processing programs that assist medical professionals in extracting information from electronic medical records. As described in the pleadings, Wired’s flagship product, Invenio, uses a software system called cTAKES, which Savova together with defendant Pei Jun Chen developed while both were members of the Boston Children’s Hospital’s Informatics Program (CHIP). The cTAKES system was released under an open source Apache software license, meaning that it is available generally. Invenio, which has cTAKES as a component of it, is not generally available and is the product that Wired is seeking to commercialize. The counterclaim against Savova alleges that she is assisting competitors of Wired in making cTAKES part of their own products, in breach of her fiduciary obligations to the defendants.
The request for injunctive relief is quite broad. It asks that this Court enjoin Savova from “directly or indirectly providing any assistance, of any nature whatsoever, to any entity that either competes with Wired Informatics, LLC or Wired Informatics, LLC’s Invenio product, or offers or is attempting to develop, any commercial product that provides natural language processing (‘NLP’) or machine learning (‘ML’) solutions.” The request does not attempt to identify which entities would be included in this request, or to narrow in any way the type of assistance that Savova should be prevented from offering them. The breadth of the request is particularly problematic here, since cTAKES does not “belong” to Wired. Thus, not all advice
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and assistance rendered in connection with its use would be impermissible. As defense counsel describes it, how cTAKES is implemented into a product so as to be of some commercial value is what the defendants seek to protect and what the request for injunctive relief is intended prohibit. But the line between impermissible assistance to a competitor and permissible advice about cTAKES given to the “open source community” (as the pleadings describe it) is not an easy one to draw. Because the request as written does not attempt to define where that line should be drawn, it would prove virtually impossible to enforce were this Court to allow defendants’ motion.
Of course, the defendants would be entitled to injunctive relief only if they can demonstrate to this Court’s satisfaction that they are reasonably likely to succeed on the merits. This Court has examined the competing affidavits together with their attachments and is not convinced that the defendants have shown that Savova’s conduct to date constitutes a clear breach of her fiduciary obligations. Moreover, the defendants themselves have participated in giving out advice about cTAKES through postings on the CTAKES user forum. Although they argue that what Savova does is different, that is not at all apparent based on the materials before me.
The defendants must also demonstrate that, if no injunction issued, they would suffer irreparable harm and that such harm would be greater than any harm that Savova would suffer by an injunction improvidently granted. On this point, Savova has submitted an affidavit describing her work at Boston Children’s Hospital which is primarily focused on the ongoing research and development of cTAKES in the open source community. She states that this work, which is federally funded, would be largely shut down if defendants’ motions were allowed. If, on the other hand, defendants are correct and that they have lost business as a result of Savova’s
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improper use of proprietary information belonging to Wired, this Court sees no reason why they could not be adequately compensated by way of a damages award.
For these reasons and for other reasons articulated in the plaintiff’s opposition, the Defendants’ Motion for a Preliminary Injunction is DENIED.
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Janet L. Sanders
Justice of the Superior Court
Dated: October 3, 2017