Free Answer to Complaint - District Court of Delaware - Delaware

Case 1:08-cv-00387-SLR

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE KENEXA TECHNOLOGY, INC., Plaintiff, v. TALEO CORPORATION, Defendant. ) ) ) ) ) ) ) ) )

C.A. No. 08-387 (SLR)

TALEO CORPORATION'S ANSWER TO KENEXA TECHNOLOGY, INC.'S COMPLAINT Defendant, Taleo Corporation ("Taleo"), responds to the numbered paragraphs of Kenexa Technology, Inc.'s ("Kenexa") Complaint and counterclaims as follows: 1. Upon information and belief, Taleo admits the allegations contained in

paragraph 1 of the Complaint. 2. 3. Taleo admits the allegations contained in paragraph 2 of the Complaint. Taleo admits the allegations contained in paragraph 3 of the Complaint,

except to the extent that they purport to limit the scope of this lawsuit to the listed causes of action. 4. 5. 6. Taleo admits the allegations contained in paragraph 4 of the Complaint. Taleo admits the allegations contained in paragraph 5 of the Complaint. Taleo admits that UCB, Inc. ("UCB") is an entity having a place of

business at 1950 Lake Park Drive, Smyrna, Georgia 30080. Taleo is without knowledge or information sufficient to form a belief as to the truth of the remaining allegations contained in paragraph 6 of the Complaint.

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7.

Taleo is without knowledge or information sufficient to form a belief as to

the truth of the allegations contained in paragraph 7 of the Complaint. 8. 9. Taleo denies the allegation contained in paragraph 8 of the Complaint. Taleo is without knowledge or information sufficient to form a belief as to

the truth of the allegations contained in paragraph 9 of the Complaint. 10. Taleo is without knowledge or information sufficient to form a belief as to

the truth of the allegations contained in paragraph 10 of the Complaint. 11. Taleo admits that UCB is a Taleo customer. Taleo denies the remaining

allegations contained in paragraph 11 of the Complaint. 12. 13. 14. 15. 16. 17. 18. Taleo denies the allegations contained in paragraph 12 of the Complaint. Taleo denies the allegations contained in paragraph 13 of the Complaint. Taleo denies the allegations contained in paragraph 14 of the Complaint. Taleo denies the allegations contained in paragraph 15 of the Complaint. Taleo denies the allegations contained in paragraph 16 of the Complaint. Taleo denies the allegations contained in paragraph 17 of the Complaint. Taleo admits that Kenexa BrassRing, Inc. has sued Taleo and that Taleo is

engaged in a lawsuit pending in this judicial district styled Kenexa BrassRing, Inc. v. Taleo Corporation, No. 07-521-SLR. Taleo is without knowledge or information sufficient to form a belief as to the truth of the allegation that Kenexa BrassRing, Inc. is Kenexa's wholly owned subsidiary. Taleo denies the allegation that it has infringed Kenexa BrassRing, Inc.'s patent rights. 19. 20. Taleo denies the allegations contained in paragraph 19 of the Complaint. Taleo denies the allegations contained in paragraph 20 of the Complaint.

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21. 22. 23. 24. 25. Complaint. 26. 27. 28. 29. 30. 31. Complaint. 32. 33. 34. 35. 36. Complaint. 37. 38. 39. 40.

Taleo denies the allegations contained in paragraph 21 of the Complaint. Taleo denies the allegations contained in paragraph 22 of the Complaint. Taleo denies the allegations contained in paragraph 23 of the Complaint. Taleo denies the allegations contained in paragraph 24 of the Complaint. Taleo repeats its responses to the allegations of paragraphs 1-24 of the

Taleo denies the allegations contained in paragraph 26 of the Complaint. Taleo denies the allegations contained in paragraph 27 of the Complaint. Taleo denies the allegations contained in paragraph 28 of the Complaint. Taleo denies the allegations contained in paragraph 29 of the Complaint. Taleo denies the allegations contained in paragraph 30 of the Complaint. Taleo repeats its responses to the allegations of paragraphs 1-30 of the

Taleo denies the allegations contained in paragraph 32 of the Complaint. Taleo denies the allegations contained in paragraph 33 of the Complaint. Taleo denies the allegations contained in paragraph 34 of the Complaint. Taleo denies the allegations contained in paragraph 35 of the Complaint. Taleo repeats its responses to the allegations of paragraphs 1-35 of the

Taleo denies the allegations contained in paragraph 37 of the Complaint. Taleo denies the allegations contained in paragraph 38 of the Complaint. Taleo denies the allegations contained in paragraph 39 of the Complaint. Taleo denies the allegations contained in paragraph 40 of the Complaint.

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41. Complaint. 42. 43. 44.

Taleo repeats its responses to the allegations of paragraphs 1-40 of the

Taleo denies the allegations contained in paragraph 42 of the Complaint. Taleo denies the allegations contained in paragraph 43 of the Complaint. The remainder of the Complaint outlines Kenexa's requested relief, which

requires neither admission nor denial. Any allegation in the Complaint not expressly admitted is denied. DEFENSES First Defense 1. Kenexa's claims are barred in whole or in part because Kenexa fails to

state a claim upon which relief can be granted. Second Defense 2. standing. Third Defense 3. Kenexa's claims are barred in whole or in part by the doctrine of Kenexa's claims are barred in whole or in part by Kenexa's lack of

justification and/or absolute right or privilege. Fourth Defense 4. Kenexa's claims are barred in whole or in part by the doctrines of unclean

hands and/or in pari delicto. Fifth Defense 5. Kenexa's claims are barred in whole or in part because they fail to state

with particularity the circumstances allegedly constituting unfair trade practices.

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Sixth Defense 6. Kenexa's claims are barred in whole or in part because they fail to state

with particularity the circumstances allegedly constituting fraud. Seventh Defense 7. Kenexa's claims are barred in whole or in part by Kenexa's actual

knowledge of the falsity of any alleged misrepresentation. Eighth Defense 8. and/or waiver. Ninth Defense 9. mitigate damages. Tenth Defense 10. Kenexa's claims are barred in whole or in part by the doctrines of Kenexa's claims are barred in whole or in part by Kenexa's failure to Kenexa's claims are barred in whole or in part by the doctrines of estoppel

proportionate responsibility and/or proportionate fault. Eleventh Defense 11. and/or setoff. Prayer for Relief WHEREFORE, Taleo respectfully requests that the Court enter judgment dismissing Kenexa's Complaint with prejudice, awarding Taleo its reasonable expenses including attorneys' fees and costs incurred in this action, and granting to Taleo any additional relief that the Court deems appropriate and just. Kenexa's claims are barred in whole or in part by the doctrines of offset

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MORRIS, NICHOLS, ARSHT & TUNNELL LLP

/s/ Thomas C. Grimm
___________________________________ Jack B. Blumenfeld (#1014) Thomas C. Grimm (#1098) James W. Parrett, Jr. (#4292) 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899-1347 (302) 658-9200 [email protected] [email protected] Attorneys for Defendant

OF COUNSEL: Jay F. Utley Brian C. McCormack Nathan A. Engels J. Brent Alldredge BAKER & MCKENZIE LLP 2300 Trammell Crow Center 2001 Ross Avenue Dallas, TX 75201 (214) 978-3000 July 23, 2008
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CERTIFICATE OF SERVICE I hereby certify that on July 23, 2008 I electronically filed the foregoing document, which will send notification to all registered participants. I also certify that copies were caused to be served on July 23, 2008 upon the following in the manner indicated: BY ELECTRONIC MAIL and HAND DELIVERY Frederick L. Cottrell, III, Esquire Steven J. Fineman, Esquire Kelly E. Farnan, Esquire RICHARDS, LAYTON & FINGER One Rodney Square P.O. Box 551 Wilmington, DE 19899 BY ELECTRONIC MAIL Matthew B. Lowrie, Esquire Robert J. Silverman, Esquire LOWRIE, LANDO & ANASTASI, LLP Riverfront Office Park One Main Street ­ 11th Floor Cambridge, MA 02142

/s/ Thomas C. Grimm
Thomas C. Grimm (#1098)
2421587

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