Prairie River Home Care, Inc. v. Procura, Inc.

2019 WL 3021253 (2019)

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Nature of the Case

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Facts

P provides in-home care and medical services for the elderly and people with disabilities. P is highly regulated and has specific billing and documentation needs. It relies on commercial software designed for the care industry to meet those needs and to assist with other aspects of business management and operations. P contacted D because D advertised itself as offering 'a complete (and highly configurable) software package' for care companies. P was using a software system called Riversoft but was looking for enhanced documentation capabilities. P described to D its billing and documentation needs, the large size of its database, and its need for a new software system to be 'live' by February 2016. P assured it could be done and also told P that 'tons' of former Riversoft customers had transitioned smoothly to the Software. P and D entered into an agreement but P claimed that D pressured them to sign before September 30^th so it could report the sale in its third quarter. P got access to the Software and support services in exchange for $521,819.00. The Agreement defines 'Software Problem' as 'an inability of the Software to perform, in all material respects, in accordance with its related Documentation.' 'Documentation' refers to Procura's 'user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the Software.' The Agreement includes a 'Warranty of Performance,' that the Software would 'be capable of functioning substantially in accordance with its related Documentation' and 'in a manner consistent with industry standards.' It required the Software to be substantially functional within 90 days of the Agreement's execution. The agreement explicitly limited remedies to a refund and disclaims consequential damages and all implied warranties. D delivered a database to P by November 2015-within the 90-day window but the Software wasn't functional at any Prairie River office until June 2016. P sued D and D in part moved to dismiss P’s claims for consequential damages, citing the Agreement's damages and remedies limitation clauses.