Contract dispute re: sale of IP is dismissed
Eurofins Pharma US Holdings, Inc., et al. v. Bioalliance Pharma SA, et al., C.A. No. 08-613-GMS, September 18, 2009.
Sleet, C. J. Defendants’ motion to dismiss for lack of personal jurisdiction, failure to state a claim, and forum non conveniens is granted.
The dispute arises out of a sales agreement to purchase intellectual property. Plaintiff claims defendants breached an agreement to disclose IP claims. The complaint was filed on 9/23/08. Briefing on defendants’ motion to dismiss was completed on 1/6/09. A motion to stay was filed, and after a rule 16 conference on 7/6/09, the matter was stayed pending resolution of the outstanding motion. The finds there is no personal jurisdiction over the defendants, breach of fiduciary duty claims fail to state a claim for which relief can be granted, and the action should be dismiss for forum non conveniens. The court rules that being a party to a contract with a Delaware entity, and being a parent of a Delaware entity are insufficient to confer jurisdiction under Delaware’s long-arm statute. As for the forum dispute, France is a viable alternate forum, and it has closer connections to the litigation, including the documents and witnesses. The contract at issue was finalized and executed in France. The Court denies jurisdictional discovery because it would not serve any purpose in light of his rulings.
