Accuchex v. Paychex
Filed 8/9/06 Accuchex v. Paychex CA2/5
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
Plaintiff and Appellant,
PAYCHEX, INC. et al.,
Defendants and Respondents.
(Los Angeles County Super. Ct.
APPEAL from a judgment of the Superior Court of Los Angeles County. Gregory W. Alarcon and Robert H. O'Brien, Judges. Affirmed in part and reversed in part.
Weston, Benshoof, Rochefort, Rubalcava & MacCuish, LLP, Jonathan M. Gordon; Craig and Macauley PC, Stephen Wald and Richard A. Sugarman for Plaintiff and Appellant.
Irell & Manella LLP, Gregory R. Smith, Morgan Chu, Alexander F. Wiles, Michael H. Strub, Jr., and Sandy S. Chung for Defendants and Respondents.
Plaintiff and appellant Accuchex Corporation appeals from a judgment following the granting of a motion for summary adjudication and a court trial in favor of defendants and respondents Paychex, Inc., B. Thomas Golisano, and Walter Turek (collectively the Paychex defendants). Accuchex contends: (1) triable issues of fact exist as to whether the Paychex defendants were privileged to interfere with the licensing agreement between Accuchex and Rapid Payroll, Inc. (RPI); (2) triable issues of fact exist as to the cause of action for interference with prospective economic advantage; and (3) the trial court's finding that the Paychex defendants' conduct did not violate the Unfair Competition Law (the UCL) (Bus. & Prof. Code, § 17200 et seq.) does not preclude a jury trial on Accuchex's cause of action for fraud. We reverse the judgment as to the cause of action for intentional interference with contract, and otherwise, we affirm the judgment in favor of the Paychex defendants.
FACTS AND PROCEDURAL BACKGROUND
The Licensing Agreement
In the early 1990's, Olsen Computer Systems developed a software program that automated payroll processing. Olsen licensed its software to payroll processing companies. Under the licensing agreements, Olsen was required to maintain the software program as long as the licensees paid annual licensing fees. Accuchex provides payroll processing services to its customers. In 1994, Accuchex entered into a licensing agreement with Olsen.
Paychex is a large payroll provider. Golisano is the founder, President, and Chief Executive Officer of Paychex. In 1995, Golisano proposed that Paychex acquire Olsen. In 1996, Paychex purchased all of Olsen's stock and ultimately changed the name of the company to RPI. In 1998, Paychex promised to provide licensees who signed an addendum with a product that would work on Microsoft's â€