K-V Pharmaceutical Co. v. J. Uriach & CIA, S.A.
648 F.3d 588
8th Cir.2011Background
- KV Pharmaceutical Company sued J. Uriach & CIA, S.A. in Missouri federal court for breach of contract and misappropriation of trade secrets relating to a long-term antifungal cream development agreement.
- Uriach moved to dismiss for lack of personal jurisdiction, forum non conveniens, and failure to state a claim; district court granted lack-of-jurisdiction dismissal and reserved on other grounds.
- KV and Uriach entered a May 1993 contract, with amendments in 1998 and 2002, giving KV exclusive U.S./Canada/Mexico rights and Uriach worldwide rights otherwise.
- Contract contemplated significant Mo. contacts: payments from Uriach to KV, shipment of Flutrimazole to KV in Missouri, and Missouri law governing the agreement through a Missouri choice-of-law provision.
- KV alleged that after termination in 2005 Uriach retained and misused KV trade secrets and confidential information to market a competing product in Europe.
- The court held Uriach’s Missouri contacts, including a face-to-face negotiation in Missouri, contract performance terms involving Missouri shipping/payment, and the Missouri governing-law clause, sufficient to support personal jurisdiction; forum non conveniens denied; case remanded on failure-to-state-claim issue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court had personal jurisdiction over Uriach | KV asserts substantial Missouri-related contacts. | Uriach argues insufficient contacts to justify jurisdiction. | Yes, Missouri court has personal jurisdiction. |
| Whether dismissal for forum non conveniens was proper | KV choice of forum favors Missouri; disruption of contract rights. | Spain is more appropriate forum given evidence location. | Not warranted; public/private factors not exceptional; deny. |
| Whether KV's complaint fails to state a claim | KV alleges breach and misappropriation entitled to relief. | Arguments insufficient on the pleadings. | Remand for district court to evaluate under Rule 12(b)(6). |
Key Cases Cited
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and five-factor test for minimum contacts; foreseeing litigation in forum)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980) (foreseeability as basis for jurisdiction not sufficient alone)
- Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (1947) (forum non conveniens factors; strong deference to plaintiff's forum choice)
- Digi-Tel Holdings, Inc. v. Proteq Telecommunications (PTE), Ltd., 89 F.3d 519 (8th Cir. 1996) (distinctions between prima facie jurisdiction and contract-specific contacts)
- Viasystems, Inc. v. EBM-Papst St. Georgen GmbH & Co., KG, 646 F.3d 589 (8th Cir. 2011) (distinguishing contacts and forum connections in product-transaction cases)
- Sybaritic, Inc. v. Interport Int'l, Inc., 957 F.2d 522 (8th Cir. 1992) (preliminary negotiations; unilateral acts not enough for jurisdiction)
- Hoopeston Canning Co. v. Cullen, 318 U.S. 313 (1943) (contract as intermediate step; focus on future consequences)