Fernando Cwilich Gil, Individually and on Behalf of Ruse Laboratories v. Benjamin Paul Gleitzman, Replicant Solutions, Inc.
C.A. No. 2022-0173-BWD
Del. Ch.Mar 4, 2024Background
- Fernando Cwilich Gil (Plaintiff) and Benjamin Gleitzman are co-founders and equal shareholders of Ruse Laboratories Corp. (Ruse), a Delaware tech company.
- Both parties signed an Assignment Agreement under California law, assigning their invention rights created while working for Ruse to the company.
- Gleitzman began developing technology in collaboration with Replicant Solutions, Inc. (Replicant) and accepted a position at Replicant, purportedly using Ruse resources, but assigned related patents to Replicant instead of Ruse.
- Plaintiff sued for breach of fiduciary duty, breach of the Assignment Agreement, declaratory relief, and added Replicant as a defendant for tortious interference with the Assignment Agreement in his Second Amended Complaint.
- Defendants moved to dismiss the new claims as time-barred by the applicable statutes of limitations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Statute of limitations for breach of Assignment Agreement (failure to assign ‘038 Patent) | Accrual occurred upon issuance of the ‘038 Patent (June 23, 2020) | Accrual occurred earlier upon application publication (2018) | Not time-barred; accrual starts at patent issuance. |
| Statute of limitations for breach of Assignment Agreement (failure to disclose) | Accrual occurred upon patent/application issuance/publication | Accrual in 2017 when development began | Not clear from pleadings; not dismissed at this stage. |
| Statute of limitations for tortious interference (against Replicant) | Claim tolled by discovery rule until 2023; Plaintiff unaware before | Plaintiff on notice as of June 23, 2020—patent was public | Time-barred; constructive notice was sufficient. |
| Declaratory judgment that Ruse is an assignee of the '038 Patent | Tied to breach of contract claim; should be allowed | Subject to statute of limitations on contract/tort | Survives alongside viable contract claim. |
Key Cases Cited
- Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531 (Del. 2011) (describes Delaware's motion to dismiss standard)
- Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, 62 A.3d 62 (Del. Ch. 2013) (sets accrual timing for breach of contract claims)
- Kraft v. WisdomTree Inv’rs, Inc., 145 A.3d 969 (Del. Ch. 2016) (discusses statutes of limitations and their application to legal versus equitable claims)
- Bd. of Trustees of Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 583 F.3d 832 (Fed. Cir. 2009) (on when contract causes of action accrue)