Pfizer Inc. v. McNeil-PPC, Inc.
708 F. App'x 14
| 2d Cir. | 2017Background
- Pfizer appealed a district court grant of judgment on the pleadings for McNeil-PPC, challenging the scope of a 1989 consent Judgment entered in prior litigation between the parties.
- The 1989 Judgment barred Pfizer’s predecessor from advertising that "ADVIL is 'like TYLENOL' in the respect of adverse effects on the stomach."
- Central dispute: whether the term "ADVIL" in the Judgment refers only to the adult Advil product at issue in the 1980s litigation or to all Advil products containing ibuprofen (including pediatric/infant formulations approved later).
- The Judgment incorporates by reference Judge Conner’s 1987 opinion in McNeilab, Inc. v. American Home Products Corp., which the parties dispute whether it resolves the scope question.
- The Second Circuit reviewed de novo whether the Judgment is ambiguous and whether extrinsic evidence may be considered to determine the parties’ intent.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the term "ADVIL" in the 1989 Judgment unambiguously covers only the adult Advil product at issue in the 1980s litigation | "ADVIL" should be read narrowly to mean the specific adult product litigated in the 1980s | "ADVIL" should be read broadly to cover all ibuprofen-containing Advil products, including pediatric formulations | The Judgment is ambiguous on this point; not resolved by the incorporated 1987 opinion, so extrinsic evidence is admissible to determine intent |
| Whether the district court properly resolved the scope issue on a Rule 12(c) motion without permitting extrinsic evidence | The ambiguity can be resolved against McNeil on the pleadings | The language and incorporated opinion foreclose Pfizer’s broader reading so judgment for McNeil was proper | Court vacated district court decision and remanded for further proceedings allowing extrinsic evidence |
Key Cases Cited
- Kirkendall v. Halliburton, 707 F.3d 173 (2d Cir.) (standard of review for Rule 12(c): de novo)
- Pandora Media, Inc. v. Am. Soc’y of Composers, Authors & Publishers, 785 F.3d 73 (2d Cir.) (consent decree interpretation reviewed de novo)
- Doe v. Pataki, 481 F.3d 69 (2d Cir.) (consent decrees treated like contracts for interpretation)
- U.S. ex rel. Anti-Discrimination Ctr. of Metro N.Y., Inc. v. Westchester Cty., 712 F.3d 761 (2d Cir.) (contract interpretation principles apply to consent decrees)
- In re World Trade Ctr. Disaster Site Litig., 754 F.3d 114 (2d Cir.) (clear and unambiguous written agreements enforced by plain meaning)
- JA Apparel Corp. v. Abboud, 568 F.3d 390 (2d Cir.) (extrinsic evidence permitted where contract language is ambiguous)
- McNeilab, Inc. v. American Home Products Corp., 675 F. Supp. 819 (S.D.N.Y.) (opinion incorporated into the 1989 Judgment; court found it does not resolve the ambiguity)