090079.31202/21071850v1

IN THE UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF PENNSYLVANIA 

____________________________________ 

 : 

SUNGARD FINANCIAL SYSTEMS INC. : 

 : 

 Plaintiff, : CIVIL ACTION NO. 02-CV-4332 

 : 

 v. : 

 : 

J.B. OXFORD & COMPANY : JURY TRIAL DEMANDED 

 : 

 Defendant. : 

___________________________________ : 

PLAINTIFF SUNGARD FINANCIAL SYSTEMS INC.’S 

ANSWER TO DEFENDANT’S COUNTERCLAIM

 Plaintiff SunGard Financial Systems Inc. (“SunGard”), by its undersigned 

attorneys, for its answer to the Counterclaim filed by Defendant J.B. Oxford & 

Company (“Defendant”), states as follows: 

ANSWER TO COUNTERCLAIM

 33. Admitted. 

 34. Admitted. 

 35. Admitted. 

 36. Admitted. 

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 37. Denied. SunGard lacks information or knowledge to form a belief as to 

the truth or falsity of the allegations of this paragraph, and such allegations are 

therefore denied. 

 38. Admitted in part and denied in part. It is admitted that SunGard 

markets a proprietary system known as Phase3. The remaining allegations and 

characterizations are denied. 

 39. Denied. SunGard lacks information or knowledge to form a belief as to 

the truth or falsity of the allegations of this paragraph, and such allegations are 

therefore denied. 

 40. Admitted in part and denied in part. It is admitted that SunGard made 

demonstrations of the Phase3 System in 1999. The documents referred to in this 

paragraph speak for themselves and any characterization thereof is denied. 

Defendant’s remaining allegations and characterizations of any discussion or 

demonstration are denied. 

 41. Admitted in part and denied in part. It is admitted that SunGard 

submitted a proposal to Defendant. The document referred to in this paragraph 

speaks for itself and any characterization thereof is denied. 

 42. Denied. The documents referred to in this paragraph speak for 

themselves and any characterization thereof is denied. Defendant’s remaining 

representations and characterizations are denied. 

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 43. Denied. SunGard lacks information or knowledge to form a belief as to 

the truth or falsity of the allegations of this paragraph, and such allegations are 

therefore denied. 

 44. Denied. SunGard lacks information or knowledge to form a belief as to 

the truth or falsity of the allegations of this paragraph, and such allegations are 

therefore denied. 

 45. Denied. SunGard lacks information or knowledge to form a belief as to 

the truth or falsity of the allegations of this paragraph, and such allegations are 

therefore denied. 

 46. Denied. Defendant refers to a document which speaks for itself and any 

characterization thereof is denied. 

 47. Denied. 

 48. Denied. 

 49. Denied. 

 50. Denied. By way of further response, it is denied that Defendant 

sustained any damages. 

 51. Denied. 

 52. SunGard realleges and incorporates paragraphs 33 through 51 as if fully 

set forth herein. 

 53. Denied. 

 54. Denied. 

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 55. Denied. The allegations of this paragraph are denied as conclusions of 

law to which no response is required. 

 56. Denied. The allegations of this paragraph are denied as conclusions of 

law to which no response is required. 

 57. Denied. The allegations of this paragraph are denied as conclusions of 

law to which no response is required. To the extent a response is required, 

Defendant’s allegations are denied. 

 58. Denied. By way of further response, it is denied that Defendant 

sustained any damages. 

 WHEREFORE, Plaintiff SunGard respectfully requests this Court enter 

judgment in its favor and against Defendant, and such other and further relief as the 

Court deems just and proper. 

AFFIRMATIVE DEFENSES TO COUNTERCLAIM

FIRST AFFIRMATIVE DEFENSE 

 The Counterclaim, in whole or in part, fails to state a claim upon which relief 

may be granted. 

SECOND AFFIRMATIVE DEFENSE 

Defendant’s claims are barred by the doctrine of estoppel. 

THIRD AFFIRMATIVE DEFENSE 

Defendant’s claims are barred by the doctrine of waiver. 

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FOURTH AFFIRMATIVE DEFENSE 

Defendant’s claims are barred, and/or limited by the doctrine of set-off. 

FIFTH AFFIRMATIVE DEFENSE 

Defendant’s claims are barred in whole or in part by the operation of the parol 

evidence rule. 

SIXTH AFFIRMATIVE DEFENSE 

 Defendant’s claims are barred in whole or in part by the operation of the 

economic loss doctrine. 

SEVENTH AFFIRMATIVE DEFENSE 

Defendant’s damages, if any, were caused in whole or in part by Defendant’ s 

own acts and/or omissions. 

EIGHTH AFFIRMATIVE DEFENSE 

Defendant’s claims are barred in whole or in part by its failure to mitigate 

damages. 

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NINTH AFFIRMATIVE DEFENSE 

 Defendant’s claims are barred in whole or in part by its prior material breach of 

the Agreement. 

Dated: December 31, 2002 Respectfully submitted, 

BLANK ROME COMISKY & McCAULEY LLP 

 /s/ Michael E. Adler 

By: _____________________________ 

 James T. Smith, Esquire 

 Michael E. Adler, Esquire 

 One Logan Square 

 Philadelphia, PA 19103 

 215-569-5500 

Attorneys for Plaintiff SunGard Financial Systems Inc. 

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CERTIFICATE OF SERVICE

I, Michael E. Adler, Esquire hereby certify that a true and correct copy of 

Plaintiff SunGard Financial Systems Inc.’s Answer to Defendant’s Counterclaim, was 

hereby served this 31st day of December, 2002, via first class mail, postage pre-paid 

on the following: 

 Mark S. Stewart, Esquire 

 Ballard Spahr Andrews & Ingersoll, LLP 

 1735 Market Street, 51st Floor 

 Philadelphia, PA 19103-7599 

 

 /s/ Michael E. Adler 

 ____________________________ 

 Michael E. Adler, Esquire 

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