IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF TEXAS 

MARSHALL DIVISION 

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant, 

vs. 

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Case No. 2:24-cv-00015-JRG-RSP 

(Lead Case) 

Jury Trial Demanded 

T-MOBILE USA, INC. AND SPRINT LLC, 

Defendants and Counterclaimant-Plaintiffs. 

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant, 

vs. 

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Case No. 2:24-cv-00016-JRG-RSP 

(Member Case) 

Jury Trial Demanded 

AT&T SERVICES, INC., AT&T MOBILITY 

LLC AND AT&T CORP., 

Defendants and Counterclaimant-Plaintiffs. 

HEADWATER PARTNERS II LLC, 

Plaintiff and Counterclaim-Defendant, 

vs. 

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Case No. 2:24-cv-00007-JRG-RSP 

Jury Trial Demanded 

CELLCO PARTNERSHIP, D/B/A VERIZON 

WIRELESS, AND VERIZON CORPORATE 

SERVICES GROUP INC., 

Defendants and Counterclaimant-Plaintiffs. 

NOKIA OF AMERICA CORPORATION’S UNOPPOSED MOTION TO INTERVENE 

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TABLE OF CONTENTS 

I. INTRODUCTION ................................................................................................................... 1

II. FACTUAL BACKGROUND ................................................................................................. 2

A. The Nature and State of Proceedings .................................................................................. 2 

B. Headwater Asserts Infringement of Accused Products that Are Designed, Manufactured, 

Marketed and Sold by Nokia . ............................................................................................ 3

III. LEGAL STANDARD ............................................................................................................. 3

IV. ARGUMENT .......................................................................................................................... 4

A. Nokia Has a Right to Intervene Pursuant to Rule 24(a)(2) ................................................. 4

1. Nokia’s Motion to Intervene is Timely ............................................................................... 5

2. Nokia Has a Significant Interest in this Lawsuit ................................................................. 6

3. Disposition of this Action May Impair Nokia’s Ability to Protect Its Interests .................. 9

4. Defendants Cannot Adequately Represent Nokia’s Interests .............................................. 9

B. In the Alternative, Nokia Should Be Permitted to Intervene ............................................. 10

V. CONCLUSION ..................................................................................................................... 11

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Cases 

Kahn v. Gen. Motors Corp.,

TABLE OF AUTHORITIES 

Page(s) 

889 F.2d 1078 (Fed. Cir. 1989). .................................................................................................7 

City of Houston v. Am. Traffic Sols., Inc., 

668 F.3d 291 (5th Cir. 2012) ...................................................................................................... 4 

Cobblestone Wireless, LLC v. T-Mobile USA, Inc., 

No. 2:22-CV-00477-JRG-RSP (E.D. Tex. Apr. 13, 2023) ........................................................ 1 

Edwards v. City of Houston, 

78 F.3d 983 (5th Cir. 1996) (en banc) ........................................................................... 4, 5, 7, 10 

Honeywell Int’l Inc. v. Audiovox Commc’ns Corp., 

Case No. 04-1337-KAJ, 2005 WL 2465898 (D. Del. May 18, 2005) .............................6, 7, 10 

Indus. Tech. Research Inst. v. LG Elecs., Inc., 

Case No. 3:13-cv2016-GPC-WVG, 2014 U.S. Dist. LEXIS 148865 

(S.D. Cal. Oct. 15, 2014) ............................................................................................................ 9 

Intellectual Ventures I LLC v. AT&T Mobility LLC, 

C.A. No. 12-193-LPS et al., 2014 U.S. Dist. LEXIS 125280 

(D. Del. Sept. 8, 2014) .........................................................................................................8, 9 

John Doe No. 1 v. Glickman, 

256 F.3d 371 (5th Cir. 2001) ...................................................................................................... 5 

Microsoft Corp. v. Commonwealth Scientific & Indus. Research Organisation, 

No. 6:06-CV-549, 2007 WL 4376104 (E.D. Tex. Dec. 13, 2007) ............................................. 8 

Newby v. Enron Corp., 

443 F.3d 416 (5th Cir. 2006) ................................................................................................4, 10 

Reid v. General Motors Corp., 

240 F.R.D. 257 (E.D. Tex. 2006) ............................................................................................. 11 

Sierra Club v. Espy, 

18 F.3d 1202 (5th Cir. 1994) ..............................................................................................4, 6, 7 

Case 2:24-cv-00015-JRG-RSP Document 59 Filed 07/17/24 Page 3 of 17 PageID #: 540
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Stauffer v. Brooks Brothers, Inc., 

619 F.3d 1321 (Fed. Cir. 2010). .................................................................................................4 

Team Worldwide Corp. v. Wal-Mart Stores, Inc., 

Civ. Action No. 2:17-cv-00235-JRG, 2017 U.S. Dist. LEXIS 201769 

(E.D. Tex. Dec. 7, 2017) ....................................................................................................7, 8, 9 

Texas v. United States, 

805 F.3d 653 (5th Cir. 2015) ........................................................................................3, 4, 6, 9 

TiVo Inc. v. AT&T, Inc., 

C.A. No. 2:09-CV-259, 2010 U.S. Dist. LEXIS 146363 

(E.D. Tex. Mar. 31, 2010) ..........................................................................................................5 

Uniloc 2017 LLC v. AT&T Services, Inc., and AT&T Mobility LLC, 

No. 2:19-CV-00102-JRG, 2019 WL 1773117 (E.D. Tex. Sep. 17, 2019) .................................9 

XR Communications LLC d/b/a Vivato Technologies v. AT&T Services Inc., et al., 

No. 2:23-CV-00468-JRG-RSP (E.D. Tex. Dec. 13, 2023) ........................................................1 

Other Authorities 

Fed. R. Civ. P. 24 ................................................................................................................... passim 

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Pursuant to Federal Rule of Civil Procedure 24, Nokia of America Corporation (“Nokia”) 

respectfully submits this unopposed motion for leave to intervene in each of the above-captioned 

related actions.1 Nokia seeks to intervene because it sells equipment to Defendants T-Mobile USA, 

Inc. and Sprint LLC (“T-Mobile”), AT&T Services, Inc., AT&T Mobility, LLC, and AT&T Corp. 

(“AT&T”), and Cellco Partnership, d/b/a Verizon Wireless and Verizon Corporate Services Group 

Inc. (“Verizon”) (collectively, “Defendants”) that Plaintiff Headwater Partners II LLC (“Headwater”) 

alleges infringes its U.S. Patent Nos. 9,094,868 (the “’868 Patent”) and 9,413,502 (the “’502 Patent”). 

As the designer and manufacturer of some of the accused products, Nokia has a substantial 

interest in defending its products against the allegations raised in the litigation and is most likely to be 

in the best position to defend against certain of Headwater’s claims. Nokia’s Motion is timely, and no 

existing party will suffer prejudice if Nokia intervenes. Moreover, Nokia’s intervention will not result 

in these cases being delayed, and Nokia will not move to transfer these cases if this Motion is granted. 

This Court granted Nokia’s motions to intervene on similar facts and circumstances in XR 

Communications LLC d/b/a Vivato Technologies v. AT&T Services Inc., et al., Case No. 2:23-CV00468-JRG-RSP, DE 31 (E.D. Tex. Dec. 13, 2023), and Cobblestone Wireless, LLC v. T-Mobile USA, 

Inc., Case No. 2:22-CV-00477-JRG-RSP, DE 70 (E.D. Tex. Apr. 13, 2023). 

I. INTRODUCTION 

In its complaints, Headwater accuses Defendants of infringing its patents through Defendants’ 

use of 4G LTE and 5G base stations, nodes, and related network equipment and services that support 

certain functionalities including 5G NR adaptive beamforming and 5G NR Integrated Access 

Backhaul (collectively, the “Accused Products”). See DE 1 (“T-Mobile Complaint”) at ¶¶ 22, 35 and 

43; Case No. 2:24-cv-00016, DE 1 (“AT&T Complaint”) at ¶¶ 21, 34 and 42; Case No. 2:24-cv-00007 

1

 Filed with this Motion are Nokia’s Answers in Intervention as well as a proposed order. 

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(“Verizon Case”), DE 1 (“Verizon Complaint”) at ¶¶ 20, 33 and 41. Nokia designs, manufactures, 

markets and sells at least some Accused Products for and to Defendants. 

Nokia moves to intervene as a matter of right. Fed. R. Civ. P. 24(a). As the designer and 

manufacturer of Accused Products, Nokia is likely to be in the best position to defend those products 

against certain of Headwater’s infringement allegations. Nokia has a direct financial interest in the 

litigation because Nokia has the right to defend its products against these allegations of infringement 

and has received a request to indemnify Defendants for certain defense costs that could result from 

the allegations made against its products. Further, the existence of the disputes alone could negatively 

affect Nokia’s ability to sell its Accused Products to Defendants and other customers. 

In the alternative, Nokia respectfully requests permission to intervene under Rule 24(b). 

Permissive intervention is appropriate because Nokia has claims that share questions of law or fact 

with Defendants. Nokia’s claims and defenses relate to the invalidity and noninfringement of the 

asserted patents, and therefore share questions of law and fact with Headwater’s claims and 

Defendants’ defenses. Finally, because the cases are in their early stages, Nokia’s intervention will 

not result in any case delay, and Nokia will not seek a transfer of the cases to another venue if the 

Court grants this Motion. 

II. FACTUAL BACKGROUND 

A. The Nature and State of Proceedings 

On January 5, 2024, Headwater brought the instant action against Verizon alleging 

infringement of the ’868 and ’502 Patents. Verizon Complaint at ¶ 1. On January 10, 2024, Headwater 

brought the instant actions against T-Mobile and AT&T, where it also alleged infringement of the ’868 

and ’502 Patents. T-Mobile Complaint at ¶ 1; AT&T Complaint at ¶ 1. The cases remain in their 

early stages: Defendants served their Invalidity Contentions on May 20, 2024, pursuant to the Docket 

Control Orders (DE 42; Case No. Verizon Case, DE 33). The claim construction hearings will not 

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occur until March 7, 2025. See DE 42; Verizon Case, DE 33. 

B. Headwater Asserts Infringement of Accused Products that Are 

Designed, Manufactured, Marketed and Sold by Nokia 

The ’868 Patent is directed, in part, to methods for estimating a mobile device’s link quality 

based on its positioning. See T-Mobile Complaint at ¶ 16; AT&T Complaint at ¶ 16; Verizon 

Complaint at ¶ 16. Headwater appears to accuse Defendants’ 4G and 5G Accused Products that support 

5G NR adaptive beamforming of infringing the ’868 Patent. See T-Mobile Complaint at ¶ 35; AT&T 

Complaint at ¶ 34; Verizon Complaint at ¶ 33. Nokia designs, manufactures, markets and sells at least 

some Accused Products. In addition, Nokia supplied Defendants with at least some of the Accused 

Products. Id.

The ’502 Patent is directed, in part, to methods for managing backhaul in cellular 

telecommunications networks by using backhaul user equipment devices. See T-Mobile Complaint at 

¶ 40; AT&T Complaint at ¶ 39; Verizon Complaint at ¶ 38. Headwater appears to accuse all Accused 

Products of infringing the ’502 Patent. See T-Mobile Complaint at ¶ 43; AT&T Complaint at ¶ 42; 

Verizon Complaint at ¶ 41. Nokia designs, manufactures, markets and sells at least some Accused 

Products. In addition, Nokia supplied Defendants with at least some of the Accused Products. Id.

Neither Plaintiff Headwater nor Defendants oppose Nokia’s request to intervene. Baron Decl. 

¶¶ 2-3. 

III. LEGAL STANDARD 

Federal Rule of Civil Procedure 24 permits a party to intervene either under Rule 24(a), when 

they have a right to do so, or under Rule 24(b), by permission of the court. Fed. R. Civ. P. 24. A 

movant must be permitted to intervene when the four requirements of Fed. R. Civ. P. 24(a)(2) are 

met: 

(1) the application for intervention must be timely; (2) the applicant must have an 

interest relating to the property or transaction which is the subject of the action; (3) 

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the applicant must be so situated that the disposition of the action may, as a practical 

matter, impair or impede his ability to protect that interest; (4) the applicant’s 

interest must be inadequately represented by the existing parties to the suit. 

Texas v. United States, 805 F.3d 653, 657 (5th Cir. 2015) (quoting New Orleans Pub. Serv., Inc. v. 

United Gas Pipe Line Co., 732 F.2d 452, 463 (5th Cir. 1984) (en banc)). Because the issue of 

intervention is not unique to patent law, Fifth Circuit law controls. See Stauffer v. Brooks Brothers, Inc., 

619 F.3d 1321, 1328 (Fed. Cir. 2010) (denial of intervention reviewed under regional circuit’s law). 

Rule 24 is to be “liberally construed,” under Fifth Circuit law. Texas, 805 F.3d at 656-57 (quoting 

Brumfield v. Dodd, 749 F.3d 339, 341 (5th Cir. 2014)). See also Sierra Club v. Espy, 18 F.3d 1202, 

1205 (5th Cir. 1994)) (“Federal courts should allow intervention where no one would be hurt and the 

greater justice could be attained.” (quoting McDonald v. E.J. Lavino Co., 430 F.2d 1065, 1074 (5th 

Cir. 1970)) (internal quotation marks omitted)); City of Houston v. Am. Traffic Sols., Inc., 668 F.3d 

291, 293 (5th Cir. 2012) (noting that intervention as of right “must be measured by a practical rather 

than technical yardstick.”) (quoting Edwards v. City of Houston, 78 F.3d 983, 999 (5th Cir. 1996) (en 

banc)) (internal quotation marks omitted). 

Under Rule 24(b)(1)(B), the Court may permit a party to intervene if the party has a claim or 

defense that shares a common question of law or fact with the main action. Fed. R. Civ. P. 24(b)(1)(B). 

“The decision to permit intervention under Rule 24(b)(2) requires a threshold determination that the 

applicant’s claim or defense and the main action have a question of law or fact in common.” Newby 

v. Enron Corp., 443 F.3d 416, 421 (5th Cir. 2006) (quoting Howse v. S/V “Canada Goose I”, 641 F. 

2d 317, 322 (5th Cir. 1981)) (internal quotation marks omitted). 

IV. ARGUMENT 

A. Nokia Has a Right to Intervene Pursuant to Rule 24(a)(2) 

Nokia meets the four requirements to intervene as of right under Rule 24(a). See Texas, 805 

F.3d at 657. Nokia acted promptly in bringing this motion, and no existing party will suffer prejudice 

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if Nokia intervenes. Nokia has a direct financial interest in the litigation because it has the right to 

defend its products against these allegations of infringement and its customers that are Defendants 

have demanded indemnification from Ericsson based on the nature of Headwater’s infringement 

allegations. In addition, as a manufacturer of some products accused in the litigation, Nokia has a 

unique interest in defending against infringement claims that, by their mere existence, could jeopardize 

its ability to provide those products to Defendants and other customers. As a designer of some 

products accused in the litigation, Nokia is the party most knowledgeable regarding how those 

products function, which will be an issue as the cases progress. As a result, Nokia has a right to 

intervene and defend its interests in these cases. 

1. Nokia’s Motion to Intervene is Timely 

Nokia’s motion is timely because it seeks to intervene at the beginning of the litigation and no 

party to the suit will suffer prejudice should Nokia intervene. Timeliness is determined from all 

circumstances in a case, including the time elapsed between notice of the intervenor’s interest in the 

case and the filing of the motion to intervene, the extent of prejudice to existing parties as a result of 

the motion, the extent of prejudice to the moving party if leave to intervene is denied and the existence 

of unusual circumstances militating either for or against a determination that the motion is timely. 

Edwards, 78 F.3d at 1000 (citing Stallworth v. Monsanto Co., 558 F.2d 257 (5th Cir. 1977)). “A 

motion to intervene may still be timely even if all the factors do not weigh in favor of a finding of 

timeliness.” John Doe No. 1 v. Glickman, 256 F.3d 371, 375 (5th Cir. 2001). 

First, Nokia brings this Motion while these cases are in their early stages: Defendants recently 

served their Invalidity Contentions on May 20, 2024, pursuant to the Docket Control Orders (DE 42; 

Verizon Case, DE 33). See also TiVo Inc. v. AT&T, Inc., C.A. No. 2:09-CV-259, 2010 U.S. Dist. 

LEXIS 146363, at *18 (E.D. Tex. Mar. 31, 2010) (a motion to intervene was timely where nearly 

five months elapsed between filing of complaint and motion to intervene); Edwards, 78 F.3d at 1001 

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(“[M]ost of [the Fifth Circuit’s] case law rejecting petitions for intervention as untimely concern 

motions filed after judgment was entered in the litigation”). As a result, Nokia’s intervention will not 

delay the cases. 

Second, in part because Nokia is seeking to intervene so early in the litigation, no party to the 

lawsuits will suffer prejudice if Nokia intervenes. See Sierra Club, 18 F.3d at 1205 (“The requirement 

of timeliness is not a tool of retribution to punish the tardy would-be intervenor, but rather a guard 

against prejudicing the original parties by the failure to apply sooner.”). Neither Plaintiff Headwater 

nor Defendants oppose Nokia’s request to intervene. Baron Decl. ¶¶ 2-3. Far from imposing any 

prejudice, Nokia’s presence in the lawsuits will streamline discovery regarding the Accused Products 

because Nokia designed and manufactured at least some of those products. 

Third, Nokia will suffer prejudice if not allowed to intervene and defend its Accused Products 

against Headwater’s claims. As discussed in Section IV.A.4 below, Nokia is most likely to be in the 

best position to defend its products because Nokia designed and manufactured at least some of those 

products. Honeywell Int’l Inc. v. Audiovox Commc’ns Corp., Case No. 04-1337-KAJ, 2005 WL 

2465898, at *4 (D. Del. May 18, 2005). Nokia possesses documentation and information relating to 

how some of the Accused Products function, which will be a central issue in the litigation. T-Mobile 

Complaint at ¶¶ 35 and 43; AT&T Complaint at ¶¶ 34 and 42; Verizon Complaint at ¶¶ 33 and 41. 

Absent intervention, Nokia would not have the opportunity to provide the best defense of its products. 

Finally, Nokia is unaware of any unusual circumstances militating against a determination that 

the motion is timely. As discussed above, the circumstances of these cases militate in favor of a finding 

of timeliness. Indeed, Nokia’s intervention will not negatively affect the cases’ progress, and no party 

has opposed Nokia’s intervention. Baron Decl. ¶¶ 2-3. 

2. Nokia Has a Significant Interest in this Lawsuit 

Nokia has a “direct, substantial, legally protectable interest in the proceedings.” Texas, 805 

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F.3d at 657 (quoting Edwards, 78 F.3d at 1004) (internal quotation marks omitted). See also Sierra 

Club, 18 F.3d at 1207 (“[T]he ‘interest’ test is primarily a practical guide to disposing of lawsuits by 

involving as many apparently concerned persons as is compatible with efficiency and due process.” 

(quoting Ceres Gulf v. Cooper, 957 F.2d 1199, 1203 (5th Cir. 1992) (internal quotation marks 

omitted)). Nokia’s interest stems from its right to defend its products, its position as the designer and 

manufacturer of some of the Accused Products as well as the risk that the existence of Headwater’s 

allegations could negatively affect Nokia’s future sales of the Accused Products. Team Worldwide 

Corp. v. Wal-Mart Stores, Inc., No. 2:17-CV-00235-JRG, 2017 WL 6059303, at *4, *13 (E.D. Tex. 

Dec. 7, 2017); Honeywell, 2005 WL 2465898, at *4. 

First, Defendants are Nokia’s customers and each has demanded indemnification based on the 

nature of Headwater’s infringement allegations directed to Nokia’s 4G LTE and 5G base stations, 

nodes, and related network equipment, as described above. In light of Headwater’s infringement 

allegations, there can be no serious dispute that Nokia may be injured under the circumstances of this 

case, if it is not permitted to intervene in this suit to defend allegations of infringement with respect 

to Nokia base stations, nodes, and related network equipment. Team Worldwide Corp., 2017 WL 

6059303, at *4 (“Where the named defendant ‘will seek indemnification against [the intervenor],’ the 

interest requirement is met by the intervenor’s ‘interest in having its obligations under the 

[indemnification agreement] established.’”) (citing Kadlec Med. Ctr. v. Lakeview Anesthesia 

Associates, CIV.A. 04-997, 2004 WL 2035005, at *2 (E.D. La. Sept. 10, 2004)). 

Second, courts have long recognized that manufacturers of accused products have a substantial 

interest in patent litigation against their customers. See Honeywell, 2005 WL 2465898, at *4 

(“[Intervenor] has a sufficient interest in the litigation; indeed, as a manufacturer of the product 

component which is at the heart of these cases, it has a compelling interest.”). C .f. Kahn v. Gen. 

Motors Corp., 889 F.2d 1078, 1081 (Fed. Cir. 1989) (explaining the “customer suit exception” exists 

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because a manufacturer has a “presumed greater interest in defending its actions against charges of 

patent infringement”); Microsoft Corp. v. Commonwealth Scientific & Indus. Research Organisation, 

No. 6:06-CV-549, 2007 WL 4376104, at *2 (E.D. Tex. Dec. 13, 2007), aff’d sub nom Commonwealth 

Scientific & Indus. Research Organisation v. Toshiba Am. Info. Sys., Inc., 297 F. App’x 970 (Fed. Cir. 

2008) (“Underlying the customer-suit doctrine is the preference that infringement determinations 

should be made in suits involving the true defendant in the plaintiff’s suit, i.e., the party that controls 

the product’s design, rather than in suits involving secondary parties, i.e. customers. The guiding 

principles in the customer suit exception cases are efficiency and judicial economy.”) (citation 

omitted). Headwater has brought infringement claims against Defendants’ use of some products that 

Nokia designed and manufactured. T-Mobile Complaint at ¶¶ 35 and 43; AT&T Complaint at ¶¶ 34 

and 42; Verizon Complaint at ¶¶ 33 and 41. As a result, Nokia has a strong interest in defending those 

claims. 

Lastly, Nokia has an interest in protecting ongoing sales of its Accused Products. See, e.g., 

Team Worldwide Corp. v. Wal-Mart Stores, Inc., Civ. Action No. 2:17-cv-00235-JRG, 2017 U.S. Dist. 

LEXIS 201769, at *13 (E.D. Tex. Dec. 7, 2017) (finding an intervening manufacturer had an interest 

in “the ongoing sale and distribution of their products [which] is put at risk by [the Plaintiff’s] 

allegations of infringement.”); Intellectual Ventures I LLC v. AT&T Mobility LLC, C.A. No. 12-193-

LPS et al., 2014 U.S. Dist. LEXIS 125280, at *13 (D. Del. Sept. 8, 2014) (finding that an intervening 

manufacturer had an “interest in products which Intervenors manufacture for Defendants, an interest 

put at risk by the litigation as Plaintiffs accuse these products of infringement.”). The existence of the 

litigation could negatively affect Nokia’s sales of Accused Products not only to Defendants, but also 

to other customers. See U.S. Ethernet Innovations, LLC v. Acer, Inc., Civil No. 6:09-cv-448-JDL, 

2010 U.S. Dist. LEXIS 150649, at *13 (E.D. Tex. May 10, 2010) (“a manufacturer such as [the 

Intervenor] faces the loss of its customer base and reputation as a result of patent infringement 

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allegations.”). This risk to Nokia’s customer base and reputation is “magnified by its indemnity 

obligation.” Uniloc 2017 LLC v. AT&T Services, Inc., Case No. 2:19-CV-00102-JRG, 2019 WL 

1773117, at *3 (E.D. Tex. Sep. 17, 2019). 

Accordingly, Nokia’s interest in its ability to sell its Accused Products warrants intervention 

as of right. 

3. Disposition of these Actions May Impair Nokia’s Ability to Protect Its 

Interests 

If Nokia cannot intervene in these actions, disposition of these actions may impair Nokia’s 

ability to protect and defend its interests. Without intervention, Nokia cannot safeguard prospective 

sales of its Accused Products. See Indus. Tech. Research Inst. v. LG Elecs., Inc., Case No. 3:13- 

cv2016-GPC-WVG, 2014 U.S. Dist. LEXIS 148865, at *11 (S.D. Cal. Oct. 15, 2014) (finding that “[the 

intervening manufacturer] may be unable to sell [the accused product] to U.S. customers if Plaintiff 

were to succeed in this litigation,” which may “adversely impair [intervenor’s] significantly 

protectable interest”). An adverse judgment could undermine the confidence that other customers 

have in the Accused Products and more generally in Nokia products. Team Worldwide, 2017 U.S. 

Dist. LEXIS 201769, at *5 (“[A]dverse rulings could impact each proposed intervenor’s relationships 

with other retail customers.”). As a result, the disposition of these actions may impair Nokia’s ability 

to protect its interests if it cannot intervene. 

4. Defendants Cannot Adequately Represent Nokia’s Interests 

Defendants cannot adequately represent Nokia’s interests because Defendants are likely not as 

“well- situated to understand and defend [Nokia’s] products” as is Nokia. Intellectual Ventures, 2014 

U.S. Dist. LEXIS 125280, at *13-14. In the Fifth Circuit, in order to satisfy the “inadequate 

representation” requirement of Rule 24(a)(2), Nokia must merely demonstrate that its interests “may 

be” inadequately represented by the existing parties. Texas, 805 F.3d at 661. Although Nokia bears 

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the burden to establish inadequate representation, that burden is minimal. Id. 

Nokia and its employees – not Defendants – possess the most substantial knowledge regarding 

certain aspects of the Nokia Accused Products’ design and function. Honeywell, 2005 WL 2465898 

at *4 (Intervenor “is uniquely situated to understand and defend its own product.”). Nokia also 

possesses documents related to the design and function of the Nokia Accused Products. T-Mobile 

Complaint at ¶¶ 35 and 43; AT&T Complaint at ¶¶ 34 and 42; Verizon Complaint at ¶¶ 33 and 41. As 

a result, Nokia is better suited to defend its Accused Products than are Defendants. 

Because Nokia satisfies the Fifth Circuit’s four-part test for interventions of right under Rule 

24(a), the Court should grant Nokia’s Motion as a matter of right. See Edwards, 78 F.3d at 1000. 

B. In the Alternative, Nokia Should Be Permitted to Intervene 

As discussed above, because Nokia has met all four requirements of Fed. R. Civ. P. 24(a), 

Nokia may intervene as a matter of right. In the alternative, however, Nokia respectfully requests the 

Court’s permission to intervene under Federal Rule 24(b). Rule 24(b) permits intervention by a party 

who “has a claim or defense that shares with the main action a common question of law or fact.” Fed. 

R. Civ. P. 24(b)(1)(B). Permissive intervention presents a lower bar than intervention as a matter of 

right, and does not require that the intervenor even “have a direct personal or pecuniary interest in the 

subject of the litigation.” Newby v. Enron Corp., 443 F.3d 416, 423 (5th Cir. 2006) (quoting Sec. and 

Exch. Comm’n v. U.S. Realty & Imp. Co., 310 U.S. 434, 459 (1940)). 

Permissive intervention would be appropriate in these cases because Headwater’s infringement 

allegations are in part directed to Accused Products supplied by Nokia. T-Mobile Complaint at ¶¶ 35 

and 43; AT&T Complaint at ¶¶ 34 and 42; Verizon Complaint at ¶¶ 33 and 41. As a result, the Court 

could potentially determine common issues of claim construction, non-infringement, invalidity and 

other matters that bear directly on Nokia’s interests as well as Defendants’. See, e.g., U.S. Ethernet, 

2010 U.S. Dist. LEXIS 150649, at *12 (granting permissive intervention where intervenor shared 

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common questions of law and fact and similar defenses as named defendant); Reid v. General Motors 

Corp., 240 F.R.D. 257, 260 (E.D. Tex. 2006) (granting intervention where intervenor’s claims of noninfringement, invalidity and unenforceability shared common questions of law and fact as those of its 

customers who were the named defendants). As noted above in Section IV.A.1, at this early stage in 

the litigation, there will be no prejudice to either Headwater or Defendants if Nokia is permitted to 

intervene. Finally, Nokia’s intervention will not result in any delay in the cases. 

V. CONCLUSION 

For the foregoing reasons, Nokia respectfully requests that the Court permit Nokia to intervene 

as a matter of right pursuant to Fed. R. Civ. P. 24(a)(2), or in the alternative, permissively pursuant to 

Fed. R. Civ. P. 24(b)(1)(B). 

Dated: July 17, 2024 Respectfully Submitted, 

/s/ Deron R. Dacus 

Jacob K. Baron, Esq. 

MA Bar No.: 652568 

Email: jacob.baron@hklaw.com 

Joshua C. Krumholz, Esq. 

(LEAD COUNSEL) 

(Pro hac vice) 

MA Bar No.: 552573 

Email: joshua.krumholz@hklaw.com 

Jacob W. S. Schneider, Esq. 

(Pro hac vice) 

MA Bar No.: 675315 

Email: jacob.schneider@hklaw.com 

Allison M. Lucier, Esq. 

(Pro hac vice) 

MA Bar No.: 569193 

Email: allison.lucier@hklaw.com 

HOLLAND & KNIGHT LLP 

10 Saint James Avenue; 11th Floor 

Boston, MA 02116 

Telephone: 617-523-2700 

Facsimile: 617-523-6850 

Case 2:24-cv-00015-JRG-RSP Document 59 Filed 07/17/24 Page 15 of 17 PageID #: 552
12 

Deron R. Dacus 

Texas Bar No. 00790553 

E-mail: ddacus@dacusfirm.com 

THE DACUS FIRM, P.C. 

821 ESE Loop 323, Suite 430 

Tyler, Texas 75701 

903-705-1117 (phone) 

903-581-2543 (fax) 

Attorneys for Nokia of America 

Corporation

Case 2:24-cv-00015-JRG-RSP Document 59 Filed 07/17/24 Page 16 of 17 PageID #: 553
13 

CERTIFICATE OF CONFERENCE 

The undersigned hereby certifies: (1) that counsel has complied with the meet-and-confer 

requirement in LOCAL RULE CV-7(h); and (2) that neither Plaintiff Headwater nor Defendants 

oppose this Motion. Jacob K. Baron, counsel for Nokia, met- and-conferred telephonically with Kris 

Davis and Jason Weitholter, counsel for Headwater on June 11, 2024, then continued the conference 

over electronic mail. 

/s/ Jacob K. Baron 

 Jacob K. Baron, Esq. 

CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on this 17th day of July, 2024, I caused the foregoing Motion 

to Intervene to be filed electronically with the Clerk of the Court by using the CM/ECF system 

which will send a notice of electronic filing to all counsel of record who are deemed to have 

consented to electronic service. 

/s/ Deron R. Dacus 

Deron R. Dacus, Esq. 

Case 2:24-cv-00015-JRG-RSP Document 59 Filed 07/17/24 Page 17 of 17 PageID #: 554