Global Technology & Trading, Inc. v. Tech Mahindra Ltd.

Global Technology & Trading, Inc. (Global) (plaintiff) orally agreed to act as a broker for Satyam Computer Services, the predecessor of Tech Mahindra Ltd. (Satyam) (defendant), in connection with Satyam’s acquisition of Bridge Strategy Group, LLC, an Illinois-based company. Global brokered the acquisition, but Satyam refused to pay Global for its services. Global sued Satyam, seeking a 3 percent commission. Satyam asserted in its answer that Bridge Strategy Group compensated Global for its services and that no agreement for additional payment existed between Satyam and Global. Four years into the litigation, Satyam moved for summary judgment based on a new argument: that the Illinois Business Brokers Act of 1995, which required brokers to register with the state and brokerage agreements to be in writing, barred Global’s claim. Global did not dispute that, if the act applied, it rendered the parties’ alleged agreement unenforceable. However, Global argued that the act was an affirmative defense under Federal Rule of Civil Procedure 8(c), which Satyam had waived by failing to raise it in its answer. The district court agreed that the act constituted an affirmative defense but found that Global suffered no prejudice from the delay. The court therefore allowed Satyam to assert the defense and granted summary judgment in its favor. Global appealed.