Appeals court hears software-royalty fight: Cloud says bundled sales cut royalties; Reveny defends long-running reporting method

The panel heard 25P0847, a contract and Chapter 93A-centered dispute between Cloud (appellant) and Reveny (appellee) over how royalties were calculated when Spotfire licenses were sold with other products.

Derek Schafer, for Cloud, told the court the plain terms of the parties’ contract control and that Reveny’s "order form method" effectively reduced royalties by combining items on an invoice rather than creating a genuine bundled product offering. Schafer emphasized the parties bargained for audit rights and that PricewaterhouseCoopers’ audit revealed a reporting method Cloud believes produced underpayments. "If we're right in our reading of those plain terms, Brevity underpaid by $17,800,000," Schafer said, describing a claimed multi‑million dollar shortfall.

Eric Sandler, for Reveny, answered that the trial judge found consistent reporting and course-of-performance across the agreement’s life, and pointed to trial evidence (including early executives’ testimony and on‑site inspections) showing Cloud had knowledge of and access to royalty reports. Sandler defended Judge Krupp’s specific-performance remedy as reasonable where the trial record supported that damages would be difficult to quantify and Spotfire was not readily replaceable in the life‑sciences market.

The judges probed the parties’ definitions of "bundled combination," whether section 10.2 and branding provisions affected that definition, and how royalty charts in the SPCA/SPAs (e.g., 5.13) should be read. Cloud argued the order-form practice constituted an end run around the royalty provisions and sought relief including back royalties and potentially termination; Reveny pointed to long-standing course-of-performance and the trial court’s factfinding to resist that claim.

The panel heard extensive questioning but made no immediate ruling; the matter stands submitted to the panel.