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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x INTERNATIONAL BUSINESS MACHINES CORPORATION, Plaintiff, -against- 06 Civ. 13565 (LAK) PLATFORM SOLUTIONS, INC., Defendant, -and- T3 TECHNOLOGIES, INC., Intervenor-Defendant. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x MEMORANDUM OPINION Appearances: Steven M. Edwards Eric J. Stock HOGAN & HARTSON, LLP Richard I. Werdner, Jr. Edward J. DeFranco Richard W. Erwine Alexander Rudis QUINN EMANUEL URQUHART OLIVER & HEDGES, LLP Kenneth B. Wildstein Attorneys for Plaintiff Bruce E. Gerstein Noah Silverman Elena K. Chan GARWIN, GERSTEIN & FISCHER, LLP Brent Barriere David L. Patron Harry M. Barton PHELPS DUNBAR LLP Attorneys for Intervenor-Defendant 2 1 See Pl. Cpt. [DI 1] ¶ 1. 2 See T3 Rule 56.1 St. [DI 140] ¶¶ 10-12, 21-22. 3 T3 intervened as a defendant and filed a pleading entitled “Amended Petition in Intervention and Complaint for Damages” [DI 63]. The Court refers to it as T3’s complaint (“T3 Cpt.”). LEWIS A. KAPLAN, District Judge. IBM initially brought this action against Platform Solutions, Inc. (“PSI”), a producer of IBM-compatible computers, principally for patent infringement and breach of contract.1 T3 Technologies, Inc. (“T3”), which had entered into “Reseller Agreements”2 with PSI and another company called Fundamental Software, Inc. (“FSI”) that enabled T3 to sell IBM-compatible servers containing critical PSI and FSI components, intervened and asserted antitrust and other claims against IBM based largely on IBM’s refusal to license a new operating system to PSI and FSI.3 IBM, having settled with and acquired PSI, now moves to dismiss T3’s claims, arguing that T3 lacks standing to assert its federal and state law claims. It asserts also that T3’s remaining state law claim for promissory estoppel fails as a matter of law. Facts I. The Technology An understanding of this case requires a basic familiarity with certain of the technology involved. Mainframes are powerful computers that typically are used by companies and governments. Servers too are computers, but they tend to be smaller than mainframes and usually 3 4 United States v. Microsoft Corp., 84 F. Supp. 2d 9, 12 (D.D.C. 1999). 5 Compare T3 Cpt. [DI 63] ¶ 4 with IBM Reply Br. [DI 129] ¶ 4. 6 T3 Cpt. ¶¶ 42-46. 7 Id. ¶ 45-47. perform discrete tasks. Mainframes and servers are used in conjunction with operating systems, which are programs “that control[] the allocation and use of computer resources (such as central processing unit time, main memory space, disk space, and input/output channels). The operating system also supports the functions of software programs, called ‘applications,’ that perform specific user-oriented tasks.”4 The critical point, however, is that “for any operating system to be able to run on any particular computer system, including a mainframe computer system, that operating system must adhere to the hardware instruction set of that computer system, and that, to run on any particular operating system, a particular application must adhere to the interfaces presented by that operating system.”5 II. IBM’s Architecture IBM’s mainframes, operating systems, and compatible software (collectively, “architecture”) allegedly became industry standard by the 1960s or 1970s.6 During that period, IBM freely licensed its operating systems, a practice that encouraged the purchase of IBM mainframes by, among other things, making it relatively easy for customers, competitors, and third parties to develop compatible hardware and software products.7 T3 alleges that consumers invested substantial