TruBridge, Inc. v. TimeTrex Software, Inc. Case Summary

TimeTrex Termination for Cause

On February 10, 2025, TimeTrex sent TruBridge a formal notice of termination for cause. The letter stated:

“TruBridge, Inc. (“TruBridge”) has materially breached the Agreement... “ (Termination-for-Cause Letter)

• “ ... [by] the unauthorized disclosure of TimeTrex’s confidential business plans ...” (Termination-for-Cause Letter) and,

• “... any such publicity must be pre-approved by the other Party.” (Agreement § 11.5 [Publicity])

TimeTrex also invoked Section 8.3 [Termination for Cause]:

“... this letter serves as written notice of the material breaches...” (Termination-for-Cause Letter)

Section 8.3 [Termination for Cause]:

“Either Party may terminate all or a portion of the Agreement, ... (i) upon thirty (30) days written notice to the other Party of the other Party’s material breach if such breach remains uncured after thirty (30) days from the date of such notice...” (Agreement § 8.3)

“TruBridge failed to cure the harm caused by the material breaches identified in the letter, despite having thirty (30) days to do so.” (Counterclaims §50; see also Benoit Decl. ¶23)

TRUBRIDGE BREACH OF CONTRACT CLAIM:

• Breach of Exclusivity

  “TimeTrex granted TruBridge exclusive rights to license TimeTrex payroll software during the term of the Agreement and at least two years afterwards.” (Complaint §10)

“... TimeTrex has told TruBridge customers that the TruBridge partnership was coming to an end but that the termination would not impact their TimeTrex experience in any way...” (Complaint §19)

TIMETREX DEFENSE:

“The provision does not restrain TimeTrex from contacting these customers, entering into agreements with these customers, or providing services to these customers.” (TRO Response)

TimeTrex alleges that the Agreement limits exclusivity to:

“specific versions… that are described and ordered by Client under an Order Form.” (Agreement §10.25) “TimeTrex has not licensed the 'On-Site Corporate Edition', 'On-Site Enterprise Edition', or 'On-Site Tablet Kiosk' to any known TruBridge customer.” (Benoit Decl. ¶3)

• Breach of Confidentiality

  “TimeTrex’s statements to TruBridge’s customers also violate section 4 [Confidential Information] of the Agreement.” (Cease & Desist Letter)

  “Confidential information explicitly includes '...the terms and conditions of the Agreement...'” (Cease & Desist Letter)

  TIMETREX DEFENSE:

  “Section 4.1(i) clearly states that confidential information does not include any information that becomes generally known to the public without breach...” (TimeTrex Response)

  “TruBridge disclosed confidential information regarding the termination of the relationship..., including statements that TimeTrex was 'discontinuing support for our market in regard to key self-service capabilities,'” (TimeTrex Response; Counterclaims §38–39)

• Breach of Support Clause

  “TimeTrex does not provide Support of any kind for TruBridge’s end-users.” (Complaint §49 quoting Agreement Ex. C §3.4)

  “On March 24, 2025, a TruBridge customer created a TimeTrex support login…” (Complaint §29)

  TIMETREX DEFENSE:

  “TimeTrex was entirely performing technical actions as directed by an end-user.” (Benoit Decl. ¶28)

  “TimeTrex has not provided any direct customer support... without the knowledge of TruBridge.” (Benoit Decl. ¶27)

TRUBRIDGE TORTIOUS INTERFERENCE CLAIM:

• Tortious Interference

  “TimeTrex... misled TruBridge customers by telling them that TruBridge was withholding permission for TimeTrex to enter into an agreement with customers ...” (Complaint §20)

  “TimeTrex’s actions are delaying TruBridge customers’ transition to Paylocity.” (Complaint §32)

  TIMETREX DEFENSE:

  “Under Alabama law... the defendant must be a ‘stranger’ to the business relationship.” (TRO Response)

  “TimeTrex was not a stranger… [it] provides the software services to the customers in the agreements.” (TRO Response)

TIMETREX COUNTERCLAIMS:

• Breach of Contract

  “TruBridge breached the confidentiality provision by sending out the TruBridge Client Notice disclosing confidential information of TimeTrex...” (Counterclaims §75)

  “TruBridge breached the confidentiality provision by attaching the Master Agreement to its lawsuit without filing it under seal or in any redacted manner.” (Counterclaims §76)

• Copyright Infringement

  “TruBridge infringes TimeTrex’s exclusive rights in the TimeTrex software by copying, reproducing, duplicating, distributing the TimeTrex software and/or derivative works derived therefrom without TimeTrex’s permission.” (Counterclaims §87)

  "TruBridge willfully encourages its clients to infringe TimeTrex’s exclusive rights in the TimeTrex software through their copying, reproduction, duplication, and/or distribution of the TimeTrex software." (Counterclaims §88)

• Unfair Trade Practices

  “TruBridge’s false and misleading statements regarding TimeTrex’s provided services are a false and misleading statement of the description of the goods and services provided by TimeTrex.” (Counterclaim ¶ 97)

  “These false and misleading statements about TimeTrex’s products and services caused confusion, deception, and injury to TimeTrex by confusing both its current customers and its potential customers about what products and services it offered.” (Counterclaim ¶ 98)

  “The false and misleading statements by TruBridge regarding whether TimeTrex was allowed to contract with TruBridge customers and rights of TimeTrex to assist its customers in their contracting with TimeTrex caused confusion or were likely to cause confusion among TimeTrex customers or potential TimeTrex customers related to the TimeTrex products and services.” (Counterclaim ¶ 99)

• Defamation

  “TruBridge has falsely told its customers that 'TimeTrex has failed to honor its obligations.'” (Counterclaims §60)

  “These false and misleading statements about TimeTrex were made at least negligently by TruBridge.” (Counterclaims §108)

• Unjust Enrichment

  “TruBridge... has continued to remotely access TimeTrex servers to provide certain functionality to the unlicensed TimeTrex software.” (Counterclaims §114)

• Antitrust

  “TruBridge is requiring that its customer provide documentary evidence that they are switching to a provider other than TimeTrex before allowing the amendment of the client’s contract with TruBridge.” (Counterclaims §70)

  “TruBridge’s refusal to amend its contracts... if customers enter into an agreement with TimeTrex is an exclusive dealing arrangement...” (Counterclaims §119)

Outcome on Temporary Restraining Order (TRO ):

“Plaintiff [TruBridge] has not shown Defendant’s [TimeTrex] alleged conduct will cause irreparable injury… Plaintiff’s damages can be reduced to a calculable monetary sum.” (TRO Order, Doc. 11)

Procedural Status: