450 F. App'x 326
5th Cir.2011Background
- Tulane and Dr. Coy sued Ipsen, S.A. and Ipsen Pharma and Biomeasure for breach of contract related to BIM-51077 (Taspoglutide) and related IP licenses.
- Plaintiffs alleged Biomeasure developed Taspoglutide under a 1990 RFA and a joint patent with Tulane, later licensed exclusively to Biomeasure.
- Biometasure filed a Biomeasure-only patent resulting in the ‘186 patent later assigned to Ipsen Pharma; Ipsen then licensed development to a Swedish company.
- District court preliminarily found no personal jurisdiction over Ipsen and Ipsen Pharma, allowed limited jurisdictional discovery, and dismissed without prejudice after briefing.
- Plaintiffs appealed contending Ipsen Group control over Biomeasure created jurisdiction; court reviews de novo on undisputed facts for personal jurisdiction.
- Ipsen and Ipsen Pharma are French, Biomeasure is Massachusetts-based and subsidiary of SUTREPA, with Ipsen indirectly owning Biomeasure.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court had personal jurisdiction over Ipsen and Ipsen Pharma | Plaintiffs assert alter-ego/agency control imputes Biomeasure’s Louisiana contacts to Ipsen. | Ipsen argues corporate formalities and lack of day-to-day control defeat imputability. | No jurisdiction; no alter-ego or agency established. |
| Whether Biomeasure’s contacts can be imputed to Ipsen | Control is sufficient to impute Biomeasure’s contacts to Ipsen. | Observance of formalities and separate budgets undermine imputation. | Imputation rejected. |
| Whether Ipsen Pharma is an alter ego of Biomeasure | APA arrangement and patent/financing structure show unity. | Arrangement does not establish alter ego under governing law. | Alter ego not established. |
| Whether Biomeasure acted as Ipsen’s agent regarding the RFA or Licensing Agreement | Biom**easure used Ipsen branding and funding links to show agency. | No express authorization or reasonable reliance shown. | No agency relationship found. |
Key Cases Cited
- Dickson Marine Inc. v. Panalpina, Inc., 179 F.3d 331 (5th Cir. 1999) (test for imputing jurisdictional contacts within a corporate group)
- Jackson v. Tanfoglio Giuseppe S.R.L., 615 F.3d 579 (5th Cir. 2010) (Louisiana/Italian law approach to alter ego imputation; substantial factors required)
- Hargrave v. Fibreboard Corp., 710 F.2d 1154 (5th Cir. 1983) (alter ego factors; 100% ownership alone is insufficient)
- Dalton v. R & W Marine, Inc., 897 F.2d 1359 (5th Cir. 1990) (imputation considerations under corporate separateness)
- Alpine View Co. v. Atlas Copco AB, 205 F.3d 208 (5th Cir. 2000) (economic control vs. day-to-day operations; alter ego framework)
- Patin v. Thoroughbred Power Boats, Inc., 294 F.3d 640 (5th Cir. 2002) (interrelation of control and transactions in alter ego analysis)
- United States v. Bestfoods, 524 U.S. 51 (1998) (parental liability; corporate form and control; corporate conduct under law)