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Commitments and Contingencies
12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
The Company leases software, facilities, and equipment under non-cancelable operating leases, some which contain escalation clauses for increased taxes and operating expenses. The Company has entered into maintenance agreements primarily for its equipment. Rent expense, primarily related to user licenses for software, was $57,880, $41,091 and $33,600 in 2021, 2020 and 2019, respectively.
The aggregate noncancellable minimum commitments at December 31, 2021 are: 
YearAggregate Noncancellable Minimum Commitments
2022$11,799 
20239,628 
20247,778 
20255,483 
2026 and thereafter6,197 
$40,885 
In the ordinary course of business, the Company from time to time enters into contracts containing indemnification obligations of the Company. These obligations may require the Company to make payments to another party upon the occurrence of certain events including the failure by the Company to meet its performance obligations under the contract. These contractual indemnification provisions are often standard contractual terms of the nature customarily found in the type of contracts entered into by the Company. In many cases, there are no stated or notional amounts included in the indemnification provisions. There are no amounts reflected on the Consolidated Balance Sheets as of December 31, 2021 and 2020 related to these indemnifications.
Stanford Trust Company Litigation
This litigation is comprised of two federal class actions that are based on similar theories, the Lillie and the Adhers litigations, and five ancillary but related actions, all of which have all been dormant as the Lillie and Adhers matters were litigated. The underlying allegations in all actions relate to the purported role of SPTC in providing back-office services to Stanford Trust Company. The complaints allege that SEI and SPTC participated in some manner in the sale of “certificates of deposit” issued by Stanford International Bank so as to be a “seller” of the certificates of deposit for purposes of primary liability under the Louisiana Securities Law or so as to be secondarily liable under that statute for sales of certificates of deposit made by Stanford Trust Company.
All claims in the Lillie and Adhers litigations have been dismissed by the District Court. These dismissals have been upheld on appeal by the Fifth Circuit. The plaintiffs in these actions did not seek a writ of certiorari within the time period for filing, consequently the dismissal of the claims is final and non-appealable.
SEI is also named as a relief defendant in another matter, Janvey v. Alguire, where SEI is not a defendant but custodian of the assets subject to the litigation.
While the Company expects all remaining ancillary litigations to be resolved in its favor as a consequence of the procedural posture of the Lillie and Adhers class action litigations, the status of these actions are:
Two of the state cases pending in the District Court in Louisiana, Milford Wampold, III, et. al. v. Pershing, LLC, et. al., and Numa L. Marquette, et al. v. Pershing, LLC, et. al., were dismissed with prejudice plaintiffs’ on January 14, 2022.
The two other state cases, Farr and Rolland, are based on similar claims as in Lillie and Adhers, and plaintiffs are represented by the same counsel as in the Lillie matter. The Company is awaiting receipt of information it has requested from plaintiff’s counsel concerning individuals that opted out of the Lillie class prior to seeking dismissal of these two matters based on the Lille and Adhers precedent.
The last action in federal court, Jackson, remains pending. The opt-out information the Company is gathering from plaintiff’s counsel in the Lillie matter will inform next steps in its process to dismiss this matter. To the extent that the three remaining actions are not dismissed as expected, SEI and SPTC believe that they have valid defenses to plaintiffs' claims and intend to defend the lawsuits vigorously. The Company is not reasonably able to provide an estimate of loss, if any, with respect to the foregoing lawsuits.
SS&C Advent Litigation
On February 28, 2020, SEI Global Services, Inc. ("SGSI"), a wholly-owned subsidiary of the Company, filed a complaint under seal in the United States District Court for the Eastern District of Pennsylvania against SS&C Advent ("Advent") and SS&C Technologies Holdings, Inc. ("SS&C") alleging that SS&C and Advent breached the terms of the contract between the parties (the “SLSA”) and asking the Court to hold SS&C and Advent to their bargained-for obligations (the "Advent Matter"). In addition to Breach of Contract, the complaint also includes counts for Declaratory Judgment, Tortious Interference with Existing and Prospective Contractual Relations, Violation of the New York General Business Law Section 349, Violations of Section 2 of the Sherman Antitrust Act, Promissory Estoppel and Breach of the Covenant of Good Faith and Fair Dealing. SGSI seeks various forms of relief, including declaratory judgment, specific performance under the SLSA, and monetary damages, including treble damages and attorney’s fees.
Following various procedural actions, including an amendment of SGSI’s complaint to include additional breach of contract claims, Advent filed a motion to dismiss SGSI’s compliant.
On October 23, 2020, the United States District Court for the Eastern District of Pennsylvania dismissed SEI’s federal anti-trust claim and declined to rule on the state law breach of contract or tortious on the basis that in the absence of the anti-trust claim, the court had no jurisdiction over the state law claims. SGSI has appealed the dismissal of the federal anti-trust claims to the Third Circuit Court of Appeals, which is currently pending.
Upon the dismissal of the federal anti-trust claim, on October 23, 2020, each of Advent and SGSI filed competing lawsuits in New York and Pennsylvania, respectively, to litigate the remaining breach contract and tortious interference of contract claims. Additionally, SGSI made a motion for injunctive relief to ensure that Advent provided SGSI with access to the
Geneva, Moxy and APX software modules as SGSI believes is required pursuant to the terms of a valid contract. Although SGSI had the right to litigate the matter in the Pennsylvania Commonwealth courts and had moved to dismiss Advent’s New York action so that the dispute could proceed in SGSI’s designated forum, critical timing imperatives related to access to the relevant software led SGSI to consent to the jurisdiction of the New York court and litigate the matter in that forum. SEI filed counterclaims in New York against Advent and SS&C that are materially the same as its affirmative claims pled in Pennsylvania. There is effectively no material difference in the claims, defenses, or burdens of proof for either of Advent, as the plaintiff, or SGSI, as defendant, in New York courts, or in Pennsylvania with the roles of plaintiff and defendant reversed.
On January 13, 2021, Judge Borrok of the Supreme Court of the State of New York, New York, granted SGSI’s motion for injunctive relief and issued an Order in which he characterized the basis for Advent’s claim for breach of contract as appearing to be “pre-textual” and found that SGSI’s claims for breach of contract would likely succeed on the merits. Judge Borrok granted SGSI’s motion for injunctive relief, precluding Advent from:
Dishonoring their contractual obligations and commitments under the SLSA, including, denying licenses, rights, and privileges under the SLSA;
Failing to provide new license keys for the license keys due to Geneva, Moxy, and APX, and other software products licensed pursuant to the SLSA;
Denying to SEI any and all access to the Geneva, Moxy, and APX software and related modules as are reasonably necessary to provide access to such software to SGSI’s clients; and
Denying to SGSI any and all support, maintenance and technical support services for Geneva, Moxy, and APX.
Judge Borrok’s ruling secured SEI’s access to the licensed products during the pendency of the breach of contract and tortious interference with contract claims.
On June 15, 2021, the New York Appellate Division unanimously affirmed the lower court’s decision granting SEI injunctive relief.
During the first half of 2021 the parties engaged in unsuccessful settlement negotiations that were mediated by Judge Borrok.
Prior to entering into settlement negotiations, SS&C Advent had moved to dismiss all of the tort counter-claims SEI had made against SS&C Advent for damages related to SS&C Advent’s conduct. SEI opposed this motion. SS&C Advent's counter-claims were:
breach of contract,
declaratory judgment,
tortious interference with existing and prospective contractual relations,
deceptive trade practices in violation of NY Statutes,
breach of the covenant of good faith and fair dealing, and
promissory estoppel.
On October 5, 2021, Judge Borrok dismissed the third claim, with respect to prospective contractual relationships only, the fourth claim, and the sixth claim. We are now engaged in discovery with respect to the remaining claims and SS&C Advent faces the prospect of money damages in connection with its conduct.
On December 1, 2021, SEI filed a motion for partial summary judgment in the New York state court action. This motion applies to Count I of SS&C’s complaint (Advent’s request for a declaratory judgment that its termination of the SEI license agreements was proper); and Counts I and II of SEI’s counterclaims (SEI’s request for a declaratory judgment that Advent’s termination of the contract was improper because the licenses are perpetual unless SEI chooses to not renew them or breaches the terms). SS&C filed a memorandum in opposition to our motion on December 23, 2021. SEI filed a response to that motion on January 18, 2022.
On December 7, 2021, SEI filed its appellate brief with the Third Circuit Court of Appeals. SS&C filed their appellate brief on January 7, 2022. On January 27, SEI filed its reply brief and is awaiting a ruling.
On December 31, 2021, SEI received the license key for another year of access to the product. This ensures SEI access to Advent and Moxy through January 31, 2023.
SEI does not believe that it will have to change providers under the current terms of the SLSA. Further, the process of litigating its rights under this contract may be a multi-year process. Consequently, SEI does not believe that the Advent Matter will create any consequence to the services SGSI provides to SEI’s clients in the near term. SEI believes that it has alternatives available to it that will enable it to continue to provide currently provided services to its clients in all material respects in the unlikely event that there ultimately is a negative outcome in the Advent Matter.
SEI believes SGSI has a strong basis for proving the actions it alleges in the Advent Matter and defeating Advent’s defenses thereto, and looks forward to the opportunity to continue to assert its rights under contract and pursue relief for what SEI believes may be business tort violations. SEI expects the financial impact of litigating the Advent Matter to be immaterial.
Other Matters
The Company is also a party to various other actions and claims arising in the normal course of business that the Company does not believe are material. The Company believes that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position or the manner in which the Company conducts its business. Currently, the Company does not believe the amount of losses associated with these matters can be estimated. While the Company does not believe that the amount of such losses will, when liquidated or estimable, be material to its financial position, the assumptions may be incorrect and any such loss could have a material adverse effect on the Company's results of operations or the manner in which the Company conducts its business in the period(s) during which the underlying matters are resolved.