Myers Industries, Inc. v. Schoeller Arca Systems, Inc., 171 F. Supp. 3d 107

SAS and SAS BV licensed the 592 patent to Myers under a patent license and concurrently sold assets to Myers under an asset purchase agreement; both agreements contain New York law and venue provisions requiring New York courts.
Myers assigned the patent license to Buckhorn, a Myers subsidiary, which could sue for patent infringement with SAS's control over litigation under §3.02 of the license; Buckhorn later sued Orbis in Ohio (Ohio Action).
Orbis held a preexisting license to the 592 patent that predated the SAS-Myers license, which SAS failed to disclose; Ohio court later upheld Orbis’s license and awarded Orbis attorney’s fees on remand.
The Federal Circuit reversed the Ohio ruling in part, holding Myers and Buckhorn were not directly liable to Orbis for attorney’s fees under the Orbis license or the patent license, but left open liability under SAS’s patent license for Orbis’s judgment.
Myers and Buckhorn filed a six-claim FAC in August 2014 seeking fraud, contract breaches, unjust enrichment, and declaratory relief; Defendants moved to dismiss in February 2015.
The court applies New York substantive law and the shorter New York statute of limitations (versus Ohio) to each claim, with the underlying injuries primarily tied to the 2007 contract works and the Ohio Action.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether fraudulent inducement is time-barred	Myers/Buckhorn argue discovery-based tolling and ongoing damages extend claims.	Defendants contend statute of limitations has run under New York law for fraudulent inducement.	Fraudulent inducement dismissed as time-barred
Whether breach of the patent license and asset purchase agreements is timely	Claims accrued from contract execution; Ohio action ongoing affects tolling.	New York six-year limit applies and elapsed; Ohio tolled no extension.	Breach claims dismissed as untimely
Whether equitable estoppel or continuing wrong tolling applies	Equitable estoppel/continuing wrong tolling should save claims.	No timely concealment or ongoing acts support estoppel or tolling.	No equitable estoppel or continuing wrong tolling applies
Whether unjust enrichment is viable given time bar and contract law	Restitution for contract value and Ohio Action costs may be equitable.	Unjust enrichment is unnecessary where express contracts exist and time-barred.	Unjust enrichment dismissed with prejudice
Whether declaratory judgment claim is timely and distinct	Declaratory relief would clarify indemnity and liability for Orbis fees and costs.	Duplicative of contract claims and time-barred; argued improper use of declaratory relief.	Declaratory judgment action timely and non-duplicative; granted in part

Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility standard for facially plausible claims)
Thea v. Kleinhandler, 807 F.3d 492 (2d Cir. 2015) (choice-of-law and limitations analysis in NY-diversity cases)
Portfolio Recovery Assocs. v. King, 14 N.Y.3d 410 (N.Y. 2010) (choice-of-law does not import NY limitations unless explicitly stated)
Harris v. City of N.Y., 186 F.3d 243 (2d Cir. 1999) (equitable estoppel requires timely knowledge and concealment proof)
Lama Holding Co. v. Smith Barney, Inc., 88 N.Y.2d 413 (N.Y. 1996) (damages under fraud include out-of-pocket measure)
Oscar Gruss & Son, Inc. v. Hollander, 337 F.3d 186 (2d Cir. 2003) (contract damages aim to restore pre-breach position)
NetJets Aviation, Inc. v. LHC Communications, LLC, 537 F.3d 168 (2d Cir. 2008) (distinctness of declaratory damages from other claims; non-duplicative relief)
City of N.Y. v. Clarose Cinema Corp., 256 A.D.2d 69 (1st Dep’t 1998) (elements of breach of guaranty require underlying debt)