Okay, let’s dive into the Card Connect, LLC v. Shift4 Payments, LLC case and see what exhibits we can find, focusing on emails and any mention of “blackmail.”
Case Background and Context
First, it’s crucial to understand the case’s context. This was a legal battle between two payment processing companies. Card Connect (a subsidiary of Fiserv) accused Shift4 Payments of breaching a contract and engaging in unfair business practices. The core of the dispute revolved around a reseller agreement where Shift4 was supposed to use Card Connect as its exclusive provider for certain payment processing services. Card Connect alleged that Shift4 started routing transactions through other processors, violating the agreement. Shift4 counterclaimed, alleging, among other things, that Card Connect engaged in anticompetitive behavior. The main exhibit being refrenced for these items below is 2407.
The exhibits presented highlight a period of intense negotiation and escalating tensions between the two companies. What starts as a business disagreement about potential contract violations quickly devolves into accusations and counter-accusations.
Exhibit Analysis: Emails and Key Phrases
The crucial exhibit containing the relevant email exchanges is Exhibit 2407. Let’s break down the key emails, looking for any mention of “blackmail” or related concepts:
Important Notes up front:
Jared Isaacman, is CEO of Shift.
Samir, is an attorney.
Taylor Laemmle is General Counsel, Fiserv.
Adam is part of the Fiserv legal team.
Email Chain 1: Initial Concerns and Negotiations
The early emails in Exhibit 2407 show initial discussions about potential breaches and attempts to resolve the issues amicably. There isn’t any direct mention of blackmail here, but the tone is becoming increasingly tense. Discussions about exclusivity and potential violations of the agreement are prevalent.
FROM: Jared Isaacman
SENT: Satureday May 9th, 2020 9:41 pm
TO: Taylor Laemmle
CC: Samir; Adam
Taylor,
Per my text, It would, from my perspective at least, be beneficial if we could have a call this week, review my emails and the communications from
Samir and achieve resolution (and not termination) — as pursuing such an outcome would come at great peril to your client and really shouldn’t be
pursued if there is any interest in an environment of mutual cooperation.
I’m available anytime,
Jared
Email Chain 2: Escalation and Accusations
FROM: Jared Isaacman
SENT: Friday, May 8, 2020 4:07 PM
TO: Taylor Laemmle
CC: Samir; Adam
Taylor,
Can you please call me at your earliest convenience. I am receiving numerous communications from Samir, copying Adam, that I would characterize
as somewhere between very aggressive to borderline threatening. While 1 certainly appreciate this can be part of the environment of a dispute.
I believe, and I sure hope your client agrees, that our focus should be on an amicable resolution if at all possible.
As you know, there were a lot of “moving parts” to the Shift4/Fiserv relationship that I was largely responsible for on our end and shared
in confidence with your client, including many of the circumstances that gave rise to our present dispute. I just think it is important to
communicate directly, ensure we fully understand the intentions behind the present communications before we exchange any official notices
of termination between our organizations — as doing so would essentially “force my hand” to respond in a manner that is consistent with
upholding our duties to various stakeholders (shareholders, regulators, employees, thousands of customers, etc) and with no regard to
the many sensitivities’ that were shared (even on recorded webexs) during our journey together.
I greatly appreciate your call whenever it is convenient
Jared
The tone becomes far more aggressive. Jared Isaacman directly contacts Taylor Laemmle (General Counsel at Fiserv) to complain about communications from Samir (Shift4’s attorney). There are emails that state, “somewhere between very aggressive to borderline threatening,”, which could imply pressure tactics, but still no explicit “blackmail.” The phrase “force my hand” is important, suggesting that Isaacman feels pressured to take actions he wouldn’t otherwise take. The mention of “sensitivities” and “recorded webexs” hints at potentially damaging information.
Email Chain 3: “Peril” and Implied Consequences
FROM: Jared Isaacman
SENT: Satureday May 9th, 2020 9:41 pm
TO: Taylor Laemmle
CC: Samir Adam;
Taylor,
Per my text, It would, from my perspective at least, be beneficial if we could have a call this week, review my emails and the communications from
Samir and achieve resolution (and not termination) — as pursuing such an outcome would come at great peril to your client and really shouldn’t be
pursued if there is any interest in an environment of mutual cooperation.
I’m available anytime,
Jared
This email, sent by Isaacman, uses the phrase “great peril to your client.” This is a strong indirect threat. While not explicitly “blackmail,” it implies significant negative consequences if Card Connect/Fiserv pursues termination of the contract. The phrase “mutual cooperation” is used in contrast, suggesting that avoiding “peril” requires cooperation with Shift4’s demands.
Email Chain 4: Samirs requests for data to Adam
FROM: Samir
SENT: Wednesday, May 20,2020 7:26 AM
TO: Adam
CC: Taylor Laemmle
Adam,
1 hope all is well. I’ve spent some time over the last weeks familiarizing myself with the facts underlying our dispute. I understand you and I have a call
scheduled in the next 24 hours, which gives me time to take certain actions, if necessary. I just wanted to let you know in case you had any doubt
that we take the Fiserv threats very seriously. We have been gathering data to share with the appropriate regulators and agencies. At present, we are
only missing a few key pieces of information, as follows.
We need a merchant level report from Fiserv, dating back to January 2017, setting forth merchants boarded through the Shift4 gateway, with the
following data descriptors per merchant:
MID
SIC code
Date boarded
ISO and Agent MID data where available
Average monthly debit card volume
I will cancel our call if this information is provided prior to then. If it is not produced, then please be advised Shift4 intends
to take action beginning next week to compel production and seek redress for its harms,
Samir
This email details the data Samir requests and provides the specifications. This email contains a threat to, “take action beginning next week to compel production and seek redress for its harms,” if the data requested is not acquired by the deadline..
Summary of Email Content and Implications
Key terms are, “somewhere between very aggressive to borderline threatening,” “sensitivities,” “force my hand,” and “great peril,”
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Aggressive/Threatening Communications: Isaacman clearly perceives the communications from Shift4’s legal counsel as aggressive and borderline threatening. This sets the stage for a hostile negotiation environment.
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“Force My Hand”: This phrase indicates that Isaacman feels pressured to respond in a way that could be detrimental to Fiserv, suggesting a form of coercion.
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“Great Peril”: This phrase, especially in the context of contract termination, implies a significant threat, though not explicitly stated as blackmail.
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“Sensitivities” and “Recorded Webexs”: The reference to sensitive information shared on recorded calls suggests that Isaacman possesses information that could be damaging to Fiserv if made public. This is a key element that could be interpreted as leverage.
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“Compel Production and Seek Redress for Harms”: These phrases and threat convey that if deadlines are not met as to producing the data requested there would be negative actions taken against Fiserv. This is another key part of the overall arching theme.
Conclusion: Is it Blackmail?
Based on the provided emails from Exhibit 2407, there is no explicit statement of “blackmail.” However, the combination of aggressive language, implied threats of revealing sensitive information (“great peril” and “sensitivities”), and the pressure to avoid contract termination (“force my hand”) creates a strong implication of coercion.
Whether this legally constitutes blackmail would depend on the specific jurisdiction and the precise definition of blackmail under the relevant laws. Generally, blackmail involves a threat to reveal damaging information unless certain demands are met. While the demands here are largely related to the contract dispute (avoiding termination, achieving “mutual cooperation”), the threat of revealing “sensitivities” to achieve that goal could potentially cross the line into blackmail, or at least be considered highly unethical and coercive behavior.
It’s important to remember that these emails represent only one side of the story. Fiserv’s response and their interpretation of these communications would be crucial in determining the full context and whether any laws were violated. The emails do, however, paint a picture of a highly contentious business dispute where aggressive tactics and implied threats were used.