48 F.4th 18
1st Cir.2022Background:
- Amyndas (Greek co. and U.S. affiliate) developed AMY-101, a C3-targeting complement inhibitor, and disclosed confidential information to Zealand Pharma under two CDAs (2015, 2016).
- CDAs contained mandatory choice-of-law and forum-selection language: disputes "shall be settled in the first instance by the venue of the defendant," and choice of law tied to the country/state where the defendant resides.
- Zealand Pharma later formed Zealand Pharma U.S., Inc. (Zealand US, Delaware/Boston) and entered a collaboration with Alexion to develop C3-targeting drugs; Amyndas alleged misappropriation of its trade secrets.
- District court dismissed Amyndas's claims against Zealand Pharma as falling within the CDA forum-selection clause (Denmark) and dismissed claims against Zealand US for failure to plead who did what; denied Amyndas leave to amend.
- District court entered a Rule 54(b) partial final judgment as to the Zealand defendants; Amyndas appealed. The First Circuit affirmed dismissal as to Zealand Pharma, vacated dismissal as to Zealand US, and remanded for further proceedings.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Interpretation/enforceability of forum-selection clause (Zealand Pharma) | Clause does not limit venue to Denmark; "venue of the defendant" can include affiliates/US locales | Clause requires litigation in the defendant's residence (Denmark); mandatory and enforceable | The clause is unambiguous and enforceable; claims against Zealand Pharma must be litigated in Denmark (affirmed) |
| Whether enforcing clause is unreasonable or violates public policy (including DTSA) | Enforcement would be unreasonable because Danish law/discovery limits would deprive Amyndas of its day in court; DTSA favors US forum | Forum-selection clauses presumptively enforceable; DTSA does not override private forum agreements | Amyndas failed to show enforcement would be unreasonable or contrary to strong public policy; clause enforced (affirmed) |
| Denial of leave to amend re: Zealand US (delay/futility) | Amendment cured pleading defect by differentiating Zealand Pharma and Zealand US and alleged ongoing misuse; filed 28 days after dismissal | Delay and alleged public availability of facts made amendment untimely; amendment futile | Denial was an abuse of discretion: delay was not undue and proposed amended complaint pleaded plausible claims against Zealand US (vacated dismissal; remanded) |
| Entry of partial final judgment under Rule 54(b) | Immediate appeal necessary given forum-dispute and risk/expense of litigating in Denmark | Entry would cause piecemeal appeals and inefficiency | District court did not abuse discretion in entering Rule 54(b) judgment; appellate jurisdiction proper (affirmed) |
Key Cases Cited
- Atl. Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 571 U.S. 49 (2013) (forum-selection clauses generally enforceable; public-interest exceptions rare)
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (mandatory forum clauses enforce international-contract certainty)
- Curtiss-Wright Corp. v. Gen. Elec. Co., 446 U.S. 1 (1980) (final-judgment rule and Rule 54(b) principles)
- Foman v. Davis, 371 U.S. 178 (1962) (leave to amend should be freely given absent valid grounds for denial)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (plausibility standard for pleadings)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleading must state a plausible claim)
- Spiegel v. Trustees of Tufts Coll., 843 F.2d 38 (1st Cir. 1988) (Rule 54(b) judgments reserved for unusual cases)
- Oakwood Laboratories LLC v. Thanoo, 999 F.3d 892 (3d Cir. 2021) (trade-secret misappropriation standards)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (1981) (forum non conveniens public-interest factors)