Meso Scale Diagnostics, LLC v. Roche
Diagnostics GmbH, C.A. No. 5589-VCP (Del.
Ch. Apr. 8, 2011), read opinion here. This
case arises out of a series of agreements between the parties to license
certain technology. A complaint was filed alleging a breach of two agreements
based on a purchase by Roche of a company called BioVeris. This 53-page
decision explains why a motion to dismiss was denied and related issues.
1) The Court addresses the impact on an
anti-assignment clause of a reverse triangular merger, an issue of first
impression in Delaware. See footnote 95. Cf. footnote
98 and related text.
2) The sophisticated analysis of intellectual property
rights in overlapping agreements offered by this opinion includes a primer on
Delaware contract interpretation principles.
3) Another widely applicable benefit is the Court's
discussion of the motion to dismiss standard under Court of Chancery Rule
12(b)(6). See Slip op. at 18-19. Although posts highlighting several
recent cases discussed here
on this blog have addressed the Court of Chancery applying the
relatively "newer" standard announced by the United States Supreme
Court in Bell Atlantic v. Twombly, 550 U.S. 544, 555-56 (2007)
[enhanced version available to lexis.com subscribers / unenhanced version available from lexisONE Free Case Law],
I would venture to add that many practitioners are more familiar with the
less stringent standard that prevailed formerly on the federal level for a Rule
12(b)(6) motion to dismiss. Even though the rules of civil procedure
in Delaware state courts are based on the federal rules of civil procedure, it
was not always clear exactly when the Delaware courts would definitively adopt
the interpretation of Rule 12(b)(6) in the Twombly case. A comparison of
the two cases linked above indicate the topic may still not be as well-settled
as some suggest.
4) The perennial issue of substantive versus
procedural arbitrability is also discussed. See Slip op. at 40 to
Read more Delaware business
litigation case summaries and commentary on Delaware
Corporate and Commercial Litigation Blog, a blog hosted by Francis G.X.
Pileggi, of Fox Rothschild LLP.
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