UBS

A federal breach-of-contract suit brought against Swiss bank UBS by Bloomberg's financial arm over the use of the former's proprietary financial information survived a motion to dismiss Wednesday.

U.S. District Judge Valerie Caproni of the Southern District of New York rejected UBS' venue challenges, as well as the bank's attempts to have three of the four claims brought against it dismissed.

UBS and Bloomberg have a long-standing data licensing agreement, including the use of the data as part of a risk and portfolio management system called UBS Delta, which the bank made available to third-party clients.

According to the suit, UBS announced plans to sell the UBS Delta application to a U.K.-based company. Bloomberg became concerned the sale would result in an unauthorized handover and exposure of proprietary data, resulting in a cease-and-desist demand against UBS and the termination of multiple Bloomberg Terminal subscriptions for former UBS Delta employees.

An audit authorized by the agreement allowed Bloomberg to discovery the UBS Delta product gave bank clients access and the ability to download the information provided to UBS, regardless of whether those clients had their own Bloomberg licenses.

After UBS told Bloomberg the financial company was being replaced as the data source for UBS Delta in July 2018, Bloomberg raised concerns its proprietary info would be made available during the transfer, potentially to a competitor. UBS allegedly refused to confirm or deny it wiped UBS Delta clean of Bloomberg data.

Bloomberg's breach-of-contract claims soon followed.

In its motion to dismiss, UBS argued on forum non conveniens ground that the suit was better handled in the U.K. In rejecting the argument, Caproni found Bloomberg's choice of a New York venue made logical sense since it was where the company's primary place of business occurred. There was also the language in the agreement identifying New York as the venue in which the parties agreed relief should be sought. She was also unpersuaded by UBS' claims that potential evidence and witnesses in Europe would be overly burdened by having to make an appearance in New York.

Caproni likewise dismissed UBS' motion to dismiss three counts for failure to state a claim, as well as a question of Article III standing in one claim. Bloomberg's breach-of-contract claim over the unauthorized redistribution of its propriety data was supported by language in the contract limiting UBS' use of the information, and the evidence so far that it may have done so. Despite the bank's attempts to read the language differently, Caproni found the financial firm plausibly asserted the breach.

Similarly, Caproni affirmed Bloomberg's claim of contract breach by UBS to use Bloomberg's data to compete with the company itself. Since the allegations were plausibly laid out that Bloomberg's data was made available to customers of UBS without those same customers having to be Bloomberg licensees. This would give the customers “little reason to pay for a separate subscription to receive that data directly from Bloomberg,” Caproni noted.

“If that is not competition, then it is unclear what is,” she wrote.

Lastly, Caproni found Bloomberg had standing under federal law to pursue its breach-of-contract claims before the court.

UBS' legal team was led by Cahill Gordon & Reindel partner Charles Gilman. In a referred request for comment, a UBS spokesman provided a statement from the company that expressed disappointment in the ruling, but noted no determination on the merits was made by the court.

“It simply decided that the case would be heard in NY instead of London, and gave Bloomberg an opportunity to try to substantiate their allegations, without saying they have any merit,” the company said. “UBS intends to vigorously defend this lawsuit, and is confident of prevailing as the evidence will show that Bloomberg's allegations are false.”

Quinn Emanuel Urquhart & Sullivan partner David Mader led Bloomberg's legal representation in the case. He declined to comment. A Bloomberg spokesman did not immediately return a request for comment.

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