Arkeyo LLC v. Saggezza, Inc.

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 25-1577
A
RKEYO LLC,
Plaintiff-Appellant,
v.
S
AGGEZZA, INC.,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:19-cv-0 8112 — Elaine E. Bucklo, Judge
.
____________________
ARGUED OCTOBER 28, 2025 — DECIDED JULY 30, 2026
____________________
Before BRENNAN, Chief Judge, and JACKSON-AKIWUMI and
LEE, Circuit Judges.
JACKSON-AKIWUMI, Circuit Judge. This case is a dispute be-
tween two companies that developed software for the coin-
counting machines at a bank. The bank, UK-based Metro
Bank PLC, first hired Arkeyo LLC for the job. When Arkeyo’s
software began showing its age, Metro employed Saggezza
UK, a subsidiary of Chicago-based Saggezza, Inc., to develop
a more modern replacement. Arkeyo claims that Saggezza,

2 No. 25-1577
Inc., while developing the new software, infringed Arkeyo’s
copyrights and trade secrets, tortiously interfered with
Arkeyo’s contract and business relationship with Metro, and
converted Arkeyo’s property. Arkeyo did not prevail on any
of these claims in the district court. The district court granted
summary judgment for Saggezza, Inc., denied Arkeyo’s mo-
tion for relief from the judgment, denied Arkeyo’s request for
spoliation sanctions, and granted Saggezza, Inc.’s motion for
attorney’s fees. We affirm in all respects.
I
Metro hired Arkeyo in 2010 to design software for Metro’s
Magic Money Machines, which are coin-counting machines
customers can use in Metro’s retail branches. Arkeyo and
Metro memorialized their relationship in a contract. The con-
tract stipulated that Metro agreed to pay Arkeyo for software
and coin-counting services on a per-machine basis for ten
years after an Arkeyo-operated machine was installed.
By 2015, Arkeyo’s software had become outdated and vul-
nerable to security threats. So in November of that year, Metro
began talks with Saggezza UK to make new software for the
machines. In March 2016, Metro delivered an Arkeyo
touchscreen computer to Saggezza, Inc.’s office in Chicago.
The idea was that Saggezza UK could use the computer as a
reference point for the user experience and certain features
that Metro wanted the new software to include. The
touchscreen computer contained only an “executable” ver-
sion of Arkeyo’s software—that is, a version of the software
in its final, consumer-facing format. Saggezza UK spent a few
days tinkering, but was unable to log into the computer and
ultimately did not use the computer to develop its new soft-
ware.

No. 25-1577 3
Metro and Saggezza UK then executed a “framework ser-
vices agreement” and “statement of work” for Saggezza UK
to create the new software. Saggezza UK then contracted sep-
arately with Saggezza, Inc., and another of Saggezza, Inc.’s
subsidiaries, Saggezza India, to perform services in connec-
tion with the job for Metro. Saggezza UK delivered the last
version of the completed software to Metro in December 2016.
Arkeyo responded with a number of lawsuits against vir-
tually everyone involved in developing the new software.

These cases included separate lawsuits against Metro and the
machines’ hardware manufacturer, Cummins-Allison, in
Pennsylvania federal court. See Arkeyo, LLC v. Metro Bank PLC,
2:18-CV-01012 (E.D. Pa.); Arkeyo, LLC v. Cummins Allison
Corp., 342 F. Supp. 3d 622 (E.D. Pa. 2017). Arkeyo also filed a
lawsuit against Metro in the UK. See Arkeyo, LLC v. Metro Bank
PLC, Case No. IL-2022-000039 [2022] EWHC (Ch) (Eng.).
In the instant lawsuit filed in the Northern District of Illi-
nois, Arkeyo asserted claims against Saggezza, Inc., for direct
and contributory copyright infringement, misappropriation
of trade secrets, tortious interference, and conversion. Arkeyo
did not, however, name Saggezza UK as a defendant.
Per the district court, this omission was fatal to Arkeyo’s
entire case. The district court granted summary judgment for
Saggezza, Inc., on all claims because the record did not show
that Saggezza, Inc.,—as opposed to its subsidiary Saggezza
UK—was responsible for any of the alleged infringing or tor-
tious conduct. The district court further explained that noth-
ing in the record showed that Saggezza, Inc., directed or au-
thorized the alleged misconduct, meaning it could not be lia-
ble for its subsidiary’s conduct under a “veil piercing” theory.
See Forsythe v. Clark USA, Inc., 864 N.E.2d 227, 237 (Ill. 2007)

4 No. 25-1577
(holding that parent company can be liable for acts of a sub-
sidiary if it “specifically directs an activity [of the subsidiary],
where injury is foreseeable”). In granting summary judgment
for Saggezza, Inc., the district court terminated the case with-
out addressing Arkeyo’s then-pending motion for spoliation
sanctions. In that motion, Arkeyo claimed Saggezza, Inc., de-
stroyed evidence in violation of its discovery obligations. See
Fed. R. Civ. P. 37(e).
After the unfavorable summary judgment decision,
Arkeyo asked the district court to reconsider on grounds of
newly discovered evidence. Fed. R. Civ. P. 59(e). The “new
evidence” was purportedly source code produced in the UK
litigation between Arkeyo and Metro. The district court de-
nied the reconsideration motion, noting Arkeyo had not pro-
duced the source code or even described how it supported
Arkeyo’s claims. Instead, the district court noted, Arkeyo had
merely rehashed the same points the summary judgment de-
cision rejected.
At the same time as it denied Arkeyo’s motion for recon-
sideration, the district court awarded attorneys’ fees to
Saggezza, Inc., under the fee-shifting provisions of the Copy-
right Act, 17 U.S.C. § 505, and the Defend Trade Secrets Act,
18 U.S.C. § 1836. Arkeyo appeals each of the district court’s
rulings.
II
We begin with the district court’s grant of summary judg-
ment, which we review de novo. Rabenhorst v. Noem, 162 F.4th
856, 862 (7th Cir. 2025). We must construe all facts in Arkeyo’s
favor and grant Arkeyo the benefit of all reasonable infer-
ences that may be drawn from those facts. Id.

No. 25-1577 5
The district court resolved all the claims on grounds that
Saggezza, Inc., could not be liable for any of the allegedly in-
fringing or tortious acts of its subsidiary, Saggezza UK. The
district court held in the alternative that Arkeyo did not offer
“legal authority nor reasoned analysis” to support any of its
claims. We take this second path and review each claim on its
merits. Gilbank v. Wood Cnty. Dep't of Hum. Servs., 111 F.4th
754, 787 (7th Cir. 2024) (en banc) (we may affirm summary
judgment on any basis supported by the record).
A. Copyright Infringement
Of Arkeyo’s several claims, we turn first to the copyright
claims. Copyright law prohibits copying original elements of
a work in which the author has a valid copyright. Feist Publ’ns,
Inc. v. Rural Tel. Serv. Co., 499 U.S. 340, 361 (1991); 17 U.S.C.
§ 501. Arkeyo brings two copyright claims based on
Saggezza’s alleged copying of Arkeyo’s source code, one for
direct infringement and one for contributory infringement.
1

See Cox Commc’ns, Inc. v. Sony Music Ent., 146 S. Ct. 959, 964
(2026) (defining direct and contributory copyright infringe-
ment). Both types of infringement require a copyright plain-
tiff to show that, “as a factual matter, the defendant copied
the plaintiff’s protected work.” Richardson v. Kharbouch, 156
F.4th 849, 856 (7th Cir. 2025) (citation omitted); see also Feist,
499 U.S. at 361 (copyright plaintiff must establish copying in
order to show infringement).
Arkeyo’s copyright claims fail on this basis: there’s no ev-
idence of copying. Nothing in the record suggests that
Saggezza’s software contains any protectable elements of

1
Hereinafter we refer to all the Saggezza entities as “Saggezza” unless
otherwise noted.

6 No. 25-1577
Arkeyo’s source code. Even Arkeyo’s expert witness did not
identify any string of source code that was common between
Arkeyo’s and Saggezza’s software.
Notwithstanding this evidentiary shortcoming, Arkeyo
contends that there are several “arbitrary similarities” be-
tween the Arkeyo software and the Saggezza software that
can only be explained by an inference of copying. These
claimed similarities are (1) the Arkeyo logo appearing on one
machine running on the Saggezza software; (2) an “audible
knocking feature”; and (3) a bug in the Saggezza software’s
coin-counting functionality that mirrors one in Arkeyo’s.
Arkeyo argues these similarities defy coincidence. Citing
Bucklew v. Hawkins, Ash, Baptie & Co., Arkeyo says that the
probability that Saggezza replicated these features inde-
pendently is so remote that “an inference of copying may be
drawn without any additional evidence.” 329 F.3d 923, 926
(7th Cir. 2003).
Bucklew does not do the work Arkeyo asks of it. In that
case, we inferred copying due to a “striking similarity be-
tween plaintiff’s and defendant’s electronic forms, which con-
tained identical patterns of bolding, identical headings, the
same font, and (most damning) an identical ‘output range’
that served no purpose.” Design Basics, LLC v. Lexington
Homes, Inc., 858 F.3d 1093, 1100 n.3 (7th Cir. 2017) (discussing
Bucklew, 329 F.3d at 926–27). Here, by contrast, the record
shows that Saggezza’s software is entirely different from
Arkeyo’s. The programs run on different versions of Win-
dows and use different methods to display animations. Fur-
ther, Saggezza’s code is shorter and more efficient than
Arkeyo’s code, reflecting a fundamentally different software
development approach. In light of these fundamental

No. 25-1577 7
differences, it is not reasonable to draw an inference of copy-
ing from the superficial similarities to which Arkeyo points.
Summary judgment was proper on Arkeyo’s copyright
claims.
B. Trade Secret Misappropriation
Arkeyo next claims Saggezza misappropriated trade se-
crets in Arkeyo’s software in violation of the Defend Trade
Secrets Act. Under this statute, information qualifies as a
“trade secret” if (1) ”the owner thereof has taken reasonable
measures to keep such information secret” and (2) “the infor-
mation derives independent economic value, actual or poten-
tial, from not being generally known to, and not being readily
ascertainable through proper means by” another. 18 U.S.C.
§ 1839(3). Importantly, “[i]nformation that is public
knowledge or that is generally known in an industry cannot
be a trade secret.” Ruckelshaus v. Monsanto Co., 467 U.S. 986,
1002 (1984).
We note at the outset that it is not entirely clear what in-
formation Arkeyo asserts is a trade secret. But as best we can
tell, Arkeyo’s trade secret claim focuses on two alleged mis-
appropriations. The first is the source code of Arkeyo’s soft-
ware. The second are features of its software separate and
apart from the source code.
Arkeyo’s claim regarding the source code fails under the
first element of the statute. The undisputed factual record
shows that Arkeyo made a full version of its software availa-
ble on the Internet for over a year at the URL
www.arkeyo.com/new_software. The software was not pass-
word protected; anyone who knew the URL could download
the software without restrictions.

8 No. 25-1577
Arkeyo argues it did not publicly disclose its source code
because, in order to access the code, one would need to
“guess” the URL where it was located. To support this point,
Arkeyo’s expert compared the URL to “a password with 27
characters which would require guessing from quintillions of
combinations.” But this analogy is strained at best. The first
15 characters of the URL were anything but random; they
were Arkeyo’s website domain (www.arkeyo.com/). And the
remaining 12 characters (new_software) would be a relatively
obvious guess for someone looking to find Arkeyo’s software.
This public disclosure forecloses Arkeyo’s trade secrets claim
as to the source code itself. Ruckelshaus, 467 U.S. at 1002.
As to Arkeyo’s claim regarding the specific features of its
software, this argument too fails. Most of the elements over
which Arkeyo claims trade secret protection were “readily as-
certainable” to any user of the software. 18 U.S.C. § 1839(3)(B).
Arkeyo’s most detailed formulation of its trade secret claim
(in its expert report) mostly lists “functionalities” that would
be apparent to anyone operating the software, such as “re-
ceipt functionality”; an “on-screen game”; “accurate handling
and processing of British coin currency”; and other “features
visible to consumers.” These publicly disclosed, readily ascer-
tainable features are not entitled to trade secret protection. See
IDX Sys. Corp. v. Epic Sys. Corp., 285 F.3d 581, 584 (7th Cir.
2002) (“Things that any user or passer-by sees at a glance are
‘readily ascertainable’”).
To be fair, some other functions over which Arkeyo claims
protection, including “offsorting,” “bin reporting,” and
“batch processing control,” are less public-facing or identifia-
ble. But these functions are equally ineligible for protection
because they simply describe “broad areas of [coin-counting]

No. 25-1577 9
technology,” not “concrete secrets.” Life Spine, Inc. v. Aegis
Spine, Inc., 8 F.4th 531, 540 (7th Cir. 2021) (quoting Composite
Marine Propellers, Inc. v. Van Der Woude, 962 F.2d 1263, 1266
(7th Cir. 1992)).
At bottom, most of Arkeyo’s supposed trade secrets were
publicly disclosed. The rest are too generic. For these reasons,
Arkeyo’s trade-secret claim fails as a matter of law.
C. Tortious Interference
Next are Arkeyo’s claims for tortious interference with a
contract and tortious interference with a prospective contrac-
tual relationship. The parties agree Illinois law governs. To
prove tortious interference with a contract, a plaintiff must
show “(1) the existence of a valid and enforceable contract be-
tween the plaintiff and a third party, (2) that the defendant
was aware of the contract, (3) that the defendant intentionally
and unjustifiably induced a breach of the contract, (4) that the
wrongful conduct of the defendant caused a subsequent
breach of the contract by the third party, and (5) that the plain-
tiff was damaged as a result.” Santa Rosa Mall, LLC v. Aon Risk
Servs. Cent., Inc., 2023 IL App (1st) 221352, ¶ 67 (citation mod-
ified); Fellhauer v. City of Geneva, 568 N.E.2d 870, 877–78 ( Ill.
1991). Similarly, a claim for tortious interference with a pro-
spective business relationship requires “(1) a reasonable ex-
pectancy of entering into a valid business relationship, (2) the
defendant’s knowledge of the expectancy, (3) an intentional
and unjustified interference by the defendant that induced or
caused a breach or termination of the expectancy, and (4)
damage to the plaintiff resulting from the defendant’s inter-
ference.” Anderson v. Vanden Dorpel, 667 N.E.2d 1296, 1299 (Ill.
1996).

10 No. 25-1577
Both torts share an important limiting principle: “legiti-
mate competition” is not grounds for a tortious-interference
claim. Imperial Apparel, Ltd. v. Cosmo's Designer Direct, Inc., 882
N.E.2d 1011, 1019 (Ill. 2008). In other words, “one may not
simply sue any competitor who lures away customers”—only
those who do so through “wrongful means.” Chi.'s Pizza, Inc.
v. Chi.'s Pizza Franchise Ltd. USA, 893 N.E.2d 981, 994 (Ill. App.
Ct. 2008) (citation omitted). “Wrongful means” include un-
lawful acts such as antitrust or intellectual property viola-
tions. Dustman v. Advoc. Aurora Health, 2021 IL App (4th)
210157, ¶¶ 57–58; Restatement (Second) of Torts § 767 cmt. c
(Am. L. Inst. 1979).
Arkeyo’s tortious-interference claims run headfirst into
this rule. The gravamen of Arkeyo’s claims is that Saggezza
interfered with Arkeyo’s agreement with Metro by pitching
itself as a developer of replacement software for the Magic
Money Machine while the agreement was still in effect. But
Arkeyo does not explain why it was “wrongful” for Saggezza,
Arkeyo’s competitor, to offer a better product to convince
Metro to take its business elsewhere. See A-Abart Elec. Supply,
Inc. v. Emerson Elec. Co., 956 F.2d 1399, 1405 (7th Cir. 1992) (no
tortious interference where defendant’s goal was to “advance
its interests at the expense of its competitor”). Nor does
Arkeyo offer any reason to think that Saggezza was motivated
by a desire to harm Arkeyo. Such evidence would be neces-
sary to overcome the general rule that trying to obtain a com-
petitor’s business for oneself is not illegal. As the Supreme
Court of Illinois has explained, Illinois law “allows one to di-
vert business from one’s competitors generally as well as from
one’s particular competitors provided one’s intent is, at least
in part, to further one’s business and is not solely motivated

No. 25-1577 11
by spite or ill will.” Gen. Motors Corp. v. State Motor Vehicle Rev.
Bd., 862 N.E.2d 209, 220 (Ill. 2007).
Indeed, the only “wrongful” acts that Arkeyo points to are
Saggezza’s purported copyright infringement, trade secret
misappropriation, and conversion. As we explain elsewhere
in this opinion, none of those claims have merit, so they can-
not serve as predicate wrongful acts for Arkeyo’s tortious-in-
terference claims. See A-Abart, 956 F.2d at 1405 (affirming
summary judgment on tortious-interference claim where de-
fendant’s “actions, as we have held above, did not contribute
to an unlawful restraint of trade”). We therefore affirm sum-
mary judgment on the tortious-interference claims.
D. Conversion
Arkeyo’s final claim is for conversion, based on
Saggezza’s allegedly unlawful possession of the Arkeyo
touchscreen computer. The parties again agree Illinois law
governs. Conversion requires a plaintiff to show: “(1) he has
a right to the property; (2) he has an absolute and uncondi-
tional right to the immediate possession of the property; (3)
he made a demand for possession; and (4) the defendant
wrongfully and without authorization assumed control, do-
minion, or ownership over the property.” Cirrincione v. John-
son, 703 N.E.2d 67, 70 (Ill. 1998); see also Restatement (Second) of
Torts § 222A (Am. L. Inst. 1965).
Saggezza’s temporary possession and use of the Arkeyo
touchscreen computer in March 2016 does not constitute con-
version for multiple reasons. We need discuss only two. As
an initial matter, the record is undisputed that Metro, not
Arkeyo, owned the touchscreen computer that Metro loaned
to Saggezza. Accordingly, Arkeyo did not have “an absolute

12 No. 25-1577
and unconditional right to the immediate possession of” the
computer. Cirrincione, 703 N.E.2d at 70.
Arkeyo’s conversion claim also fails on the demand ele-
ment. Although Illinois courts have not discussed the de-
mand requirement for conversion claims at length, we have
previously predicted that the Supreme Court of Illinois would
require plaintiffs to make a demand for the subject property
before filing suit. Stevens v. Interactive Fin. Advisors, Inc., 830
F.3d 735, 741 (7th Cir. 2016). Arkeyo has not argued, much
less attempted to show, that it made a pre-suit demand for the
touchscreen computer. Instead, Arkeyo vaguely asserts in its
brief on appeal that a demand is unnecessary if there is “some
other independent act of conversion” beyond simply taking
possession of the property. But Arkeyo does not identify what
this “independent act” was, so the bare assertion provides no
basis for reversal. See Greenbank v. Great Am. Assurance Co., 47
F.4th 618, 629 (7th Cir. 2022) (conclusory arguments lacking a
factual basis are waived). We affirm summary judgment on
the conversion claim.
III
We now consider Arkeyo’s request for sanctions. Arkeyo
claims that Saggezza intentionally destroyed two pieces of ev-
idence: (1) the Arkeyo touchscreen computer that Metro
shipped to Saggezza, Inc.’s Chicago office; and (2) a pur-
ported alternate version of the source code for Saggezza’s
software (a version that Arkeyo claims contains evidence that
Saggezza copied Arkeyo’s code). Arkeyo invokes Federal
Rule of Civil Procedure 37(e)(2), which authorizes sanctions
against parties who destroy evidence “with the intent to de-
prive another party of the information’s use in the litigation.”
We review the district court’s decision to deny sanctions for

No. 25-1577 13
abuse of discretion. Pable v. Chi. Transit Auth., 145 F.4th 712,
719 (7th Cir. 2025).
At the outset, we note that the district court did not dis-
cuss, much less provide a reasoned explanation for, its deci-
sion to deny Arkeyo’s sanctions motion. With that said, we
may affirm even a “cursory” denial of sanctions “when the
record clearly reflect[s] on its face whether sanctions were ap-
propriate.” Ross v. City of Waukegan, 5 F.3d 1084, 1089 (7th Cir.
1993); see also Szabo Food Serv., Inc. v. Canteen Corp., 823 F.2d
1073, 1077 (7th Cir. 1987).
Such is the case here. Arkeyo’s spoliation claims consist
entirely of unfounded speculation. As to the touchscreen
computer, Arkeyo speculates that Saggezza destroyed the
computer in order to hide unfavorable evidence of Saggezza’s
copyright infringement and trade secret misappropriation.
But Saggezza’s project manager testified that Saggezza did
not produce the computer in discovery because Saggezza re-
turned it to Metro when Saggezza was done with it—not be-
cause Saggezza destroyed it. Arkeyo offers no evidence call-
ing that explanation into question.
Similarly, Arkeyo’s assertion that there exists another ver-
sion of the Saggezza source code that contained evidence of
copying has no support in the record. Arkeyo cannot obtain
sanctions for Saggezza’s destruction of evidence without at
least some indication that the spoliated evidence existed in
the first place. Cf. Ramirez v. T&H Lemont, Inc., 845 F.3d 772,
781 (7th Cir. 2016) (party moving for sanctions has the burden
to prove the factual basis for sanctions by a preponderance of
evidence). Because both of Arkeyo’s sanctions arguments rest
on conjecture that Saggezza destroyed evidence favorable to

14 No. 25-1577
Arkeyo’s case, we affirm the district court’s denial of sanc-
tions.
IV
We turn to Arkeyo’s motion to reconsider the judgment
under Federal Rule of Civil Procedure 59(e). Specifically,
Arkeyo sought reconsideration of the district court’s sum-
mary judgment decision based on newly discovered evi-
dence. This required Arkeyo to show that “(1) it has evidence
that was discovered post-trial; (2) it had exercised due dili-
gence to discover the new evidence; (3) the evidence is not
merely cumulative or impeaching; (4) the evidence is mate-
rial; and (5) the evidence is such that a new trial would prob-
ably produce a new result.” Cincinnati Life Ins. Co. v. Beyrer,
722 F.3d 939, 955 (7th Cir. 2013) (citation omitted).
Arkeyo’s request for reconsideration did not clear this
high bar. Arkeyo’s reply in support of reconsideration and its
appellate briefs characterize its reconsideration motion as
based on supposedly new Saggezza source code disclosed in
the UK litigation between Arkeyo and Metro. But Arkeyo’s
initial motion for reconsideration merely “rehash[ed]” its
summary judgment arguments. Vesely v. Armslist LLC, 762
F.3d 661, 666 (7th Cir. 2014). In fact, the document Arkeyo
styled as its motion to reconsider was simply a reproduction
of its statement of material facts in support of summary judg-
ment. Arkeyo’s desire to relitigate the issues it lost is not an
appropriate basis for a Rule 59 motion. Id. The district court
properly exercised its discretion to deny Arkeyo’s motion.
V
Lastly, Arkeyo contends the district court abused its dis-
cretion in awarding attorneys’ fees to Saggezza as a prevailing

No. 25-1577 15
copyright litigant. See 17 U.S.C. § 505. But there is a “strong
presumption” in our circuit that winning copyright defend-
ants are entitled to fees, and the district court was well within
its discretion to heed that presumption in light of Arkeyo’s
objectively baseless copyright claims. Live Face on Web, LLC v.
Cremation Soc'y of Ill., Inc., 77 F.4th 630, 631–32 (7th Cir. 2023).
We therefore affirm the award of fees under the Copyright
Act.
The district court alternatively awarded fees to Saggezza
under the Defend Trade Secrets Act’s fee-shifting provision,
which authorizes defendants to recover attorney’s fees if the
plaintiff brought or prosecuted its trade secrets claim “in bad
faith.” 18 U.S.C. § 1836(b)(3)(D). Because we affirm the district
court’s award of fees under the Copyright Act, we need not
decide whether the district court properly awarded fees un-
der the Defend Trade Secrets Act.
VI
For the reasons above, the district court’s decisions are
AFFIRMED.