Todd Mortier v. LivaNova USA, Inc., No. 22-2125 (8th Cir. 2023)
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Plaintiff invented a medical device. He sold it to LivaNova USA, Inc. in order to develop and bring it to market. When LivaNova shut down the project, he sued. The district court granted summary judgment for LivaNova. Plaintiff argued that LivaNova breached section 4.3 of the UPA by shuttering Caisson.
The Eighth Circuit affirmed. The court held that the district court properly dismissed Plaintiff’s breach-of-contract claim because LivaNova did not breach the UPA’s unambiguous requirements. The court explained that Plaintiff argued that LivaNova failed to act consistently with its general approach. However, Plaintiff points to no such evidence in the record—Caisson’s particularities undercut Plaintiff’s premise that a “general approach” to its development can be inferred from LivaNova’s other projects. When Plaintiff argued that Caisson was treated differently than other projects, LivaNova presents evidence that Caisson was different than other projects.
Further, the court found that Plaintiff’s claim that LivaNova shut down Caisson in part to avoid tax liability does not allege that LivaNova “generally” would not shut down projects to avoid tax liability. His claim that LivaNova chose inexperienced Goldman Sachs bankers for the sale does not aver that LivaNova “generally” chose better bankers. And his claim that LivaNova kept Caisson independent from the corporate structure does not establish that LivaNova “generally” integrated projects with independent-minded founders like Caisson’s. Further, applying the principles of contract interpretation outlined above, the court found that the section imposed upon LivaNova, at most, a limited future obligation to maintain enough capital to fulfill its UPA obligations.
Court Description: [Benton, Author, with Loken and Colloton, Circuit Judges] Civil case - Contracts. Plaintiff failed to establish that defendant's decision to close a project to develop and market a medical device of plaintiff's invention breached two provisions of the parties' purchasing agreement, and the district court did not err in dismissing plaintiff's breach of contract claims.
The court issued a subsequent related opinion or order on June 29, 2023.
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