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XY, LLC v. Trans Ova Genetics, LC

United States District Court, D. Colorado

January 5, 2016

XY, LLC, Plaintiff / Counterclaim Defendant,
v.
TRANS OVA GENETICS, LC, Defendant / Counterclaim Plaintiff / Third-Party Plaintiff,
v.
INGURAN, LLC, Third-Party Defendant.

ORDER GRANTING IN PART AND DENYING IN PART INGURAN, LLC’S MOTION FOR JUDGMENT

WILLIAM J. MARTÍNEZ, UNITED STATES DISTRICT JUDGE.

On March 26, 2015, this Court granted partial summary judgment (“Summary Judgment Order”) in favor of Counterclaim Defendant XY, LLC (“XY”) and Third-Party Defendant Inguran, LLC (“Inguran”), holding that Counterclaim Plaintiff and Third-Party Plaintiff Trans Ova Genetics, LC (“Trans Ova”) was barred by the statute of limitations from asserting its claims under the Sherman Act, 15 U.S.C. § 2. (ECF No. 284.) On December 30, 2015, the Court granted Trans Ova’s request to reassert its antitrust claims defensively via a recoupment claim against XY, but denied the same request as against Inguran. (ECF No. 376.)

Now before the Court is Inguran’s Motion for Judgment in Light of Summary Judgment Order Regarding Antitrust Claims (“Motion”), which seeks an entry of judgment in favor of Inguran pursuant to Federal Rule of Civil Procedure 54(b), or in the alternative, dismissal of the remaining claims against Inguran under Federal Rule of Civil Procedure 12(c) and/or Rule 14(a)(4). (ECF No. 334.) For the reasons stated below, the Motion is denied as to the request for Rule 54(b) entry of judgment in favor of Inguran, but granted as to the alternative request for Rule 12(c) judgment on the pleadings.

I. DISCUSSION

A. Rule 54(b)

Rule 54(b) states that “when multiple parties are involved, the court may direct entry of a final judgment as to one or more, but fewer than all, . . . parties only if the court expressly determines that there is no just reason for delay.” Rule 54(b) was adopted to codify the “historic rule in the federal courts [which] has always prohibited piecemeal disposition of litigation . . . [and] to avoid the possible injustice of a delay in judgment of a distinctly separate claim to await adjudication of the entire case.” Fed.R.Civ.P. 54(b) advisory committee’s note.

“Rule 54(b) entries are not to be made routinely . . . . [T]rial courts should be reluctant to enter Rule 54(b) orders since the purpose of this rule is a limited one: to provide a recourse for litigants when dismissal of less than all their claims will create undue hardships.” Okla. Tpk. Auth. v. Bruner, 259 F.3d 1236, 1242 (10th Cir. 2001) (citations omitted). To grant a motion under Rule 54(b), a court must make two “express determinations”: (1) that the relevant order is a final order, and (2) that there is no just reason to delay entry of judgment until a conclusive ruling has been made on all claims and all parties to the case. Id.

Inguran’s Motion makes no attempt to demonstrate that either of these express determinations should be made here. The Motion is primarily dedicated to the argument that Trans Ova’s remaining claims against Inguran are not viable as a consequence of the Summary Judgment Order, but contains no argument that the Summary Judgment Order finally resolves those claims or that there is “no just reason for delay.” Fed.R.Civ.P. 54(b). Inguran has therefore failed to meet its burden to show that a hardship or injustice would result from delaying the entry of judgment in its favor until after all the claims in this action have been resolved.

Accordingly, Inguran’s Motion for entry of judgment under Rule 54(b) is denied.

B. Rule 12(c)

A motion for judgment on the pleadings pursuant to Rule 12(c) is evaluated under the same standard applicable to a Rule 12(b)(6) motion. See Ramirez v. Dep’t of Corr., Colo., 222 F.3d 1238, 1240 (10th Cir. 2000). In evaluating such a motion, a court must “‘accept all well-pleaded factual allegations in the complaint as true and view them in the light most favorable to the nonmoving party.’” Nelson v. State Farm Mut. Auto. Ins. Co., 419 F.3d 1117, 1119 (10th Cir. 2005) (quoting Clark v. State Farm Mut. Auto Ins. Co., 319 F.3d 906, 914 (10th Cir. 2005)); see also Albers v. Bd. of Cty. Comm’rs, 771 F.3d 697, 704 (10th Cir. 2014). The dispositive inquiry is whether the pleadings contain “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Granting a motion to dismiss “is a harsh remedy which must be cautiously studied, not only to effectuate the spirit of the liberal rules of pleading but also to protect the interests of justice.” Dias v. City & Cnty. of Denver, 567 F.3d 1169, 1178 (10th Cir. 2009) (quotation marks omitted). “Thus, ‘a well-pleaded complaint may proceed even if it strikes a savvy judge that actual proof of those facts is improbable, and that a recovery is very remote and unlikely.’” Id. (quoting Twombly, 550 U.S. at 556).

Trans Ova argues that its remaining claims against Inguran, which include breach of contract, breach of the duty of good faith and fair dealing, inequitable conduct as to five of the patents (’425, ’687, ’921, ’860, and ’053), and patent m isuse (see ECF No. 301 at 22-23), remain viable regardless of the Summary Judgment Order. (ECF No. 357 at 5-15.) Inguran’s Motion, however, argues that (1) the breach of contract and breach of good faith and fair dealing claims cannot apply to Inguran because it was not a party to the contract, and (2) the inequitable conduct and patent misuse claims cannot apply to Inguran because they are solely defenses to XY’s claims of patent infringement, not affirmative claims that may be brought against a third party. (ECF No. 334.) The Court will discuss each of these arguments in turn.

1. Contract Claims

Inguran argues that it cannot be held liable on Trans Ova’s claims for breach of contract and breach of the duty of good faith and fair dealing because the License Agreement that was allegedly breached (and out of which the duty of good faith arises) was solely between Trans Ova and XY. (ECF No. 334 at 3-4.) Inguran further notes that Trans Ova did not explicitly plead an alter ego theory of liability, and argues that such a claim ...


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