Bristol-Myers Squibb Co. v. Matrix Laboratories Ltd.
964 F. Supp. 2d 287
S.D.N.Y.2013Background
- BMS is a Delaware corporation with its principal place of business in New York, selling atazanavir (Reyataz) and owning related patents worldwide.
- Matrix is an Indian corporation, a leading generic drug manufacturer, selling generics throughout the United States.
- On April 17, 2011, the Immunity from Suit Agreement granted Matrix the right to manufacture, distribute, and sell generic atazanavir in the Territory (India and 48 SSA countries) without patent litigation from BMS, with BMS foregoing royalties and providing manufacturing tech.
- The Territory excludes Venezuela; Matrix sought BMS’s consent to sell in Venezuela in 2011–2012, which BMS declined.
- In February 2012, Matrix sold a large quantity of generic atazanavir to PAHO for distribution in Venezuela, allegedly breaching the Agreement and causing lost sales for Reyataz.
- BMS filed suit in 2012; Matrix moved to dismiss for lack of personal jurisdiction and failure to state a claim; BMS sought jurisdictional discovery, which was later denied as moot when the court granted dismissal on the contract claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal jurisdiction standard and showing | BMS meets prima facie jurisdictional showing via NY contacts and revenue | Matrix lacks NY presence; no general jurisdiction | BMS makes prima facie showing of jurisdiction; discovery not required to decide at this stage |
| Breach of contract claim viability | Matrix breached the Immunity from Suit Agreement by selling in Venezuela | Agreement does not prohibit Matrix’s Venezuela sales outside the Territory | Amended complaint fails to state a breach of contract under the Agreement |
| Effect of § 3.1(d) on breach claim | § 3.1(d) prohibits exports outside the Territory that would trigger immunity | § 3.1(d) targets third-party exports, not Matrix’s own sales in Venezuela outside the Territory | Section 3.1(d) does not create a broad ban on Matrix’s Venezuela sales; no breach |
| Ambiguity and contract interpretation | Ambiguity exists in the contract interpretation favoring BMS | No ambiguity; language clear and unambiguous | Contract language is unambiguous; no breach under the Agreement |
Key Cases Cited
- Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194 (2d Cir. 1990) (prima facie jurisdiction standard; plaintiff must plead jurisdictional facts)
- Hoffritz for Cutlery, Inc. v. Amajac, Ltd., 763 F.2d 55 (2d Cir. 1985) (factors for existence of presence in New York)
- Jazini v. Nissan Motor Co., 148 F.3d 181 (2d Cir. 1998) (general jurisdiction; ‘presence’ requires continuous and systematic contacts)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846 (U.S. 2011) (limits on general and specific jurisdiction; flow of products not sole basis for general jurisdiction)
- Law Debenture Trust Co. of N.Y. v. Maverick Tube Co., 595 F.3d 458 (2d Cir. 2010) (contract interpretation and ambiguity standards; objective reading of terms)
- S. New Eng. Tel. Co. v. Global NAPs Inc., 624 F.3d 123 (2d Cir. 2010) (pleading standards for jurisdiction; prima facie showing can be by allegations)
- Dorchester Fin. Secs., Inc. v. Banco BRJ, S.A., 2013 WL 3335784 (2d Cir. 2013) (note: discussed in Dorchester; not an official reporter; cited for framework (not used here as official reporter citation))