ZHANG v. CSL BEHRING LLC
2:23-cv-02658
E.D. Pa.Nov 21, 2024Background
- Plaintiff Zhengjia ‘Jake’ Zhang, a biopharmaceutical executive, was employed by Ruide, a China-based company acquired by a CSL Behring corporate affiliate.
- CSL Behring participated in negotiating the terms of Zhang’s employment contract with Ruide, which referenced participation in a "CSL Behring Group" long-term incentive (LTI) program.
- Zhang believed he was entitled to a significant LTI bonus if he remained employed for three years, based on contract language and conversations with other Ruide executives.
- CSL Behring was not a signatory to Zhang’s employment contract and denied any direct agreement to pay the LTI.
- Zhang’s employment ended just short of the three-year mark, and Ruide did not pay the LTI; Zhang sued Ruide in China and lost, and then sued CSL Behring in federal court under theories of implied contract, promissory estoppel, and unjust enrichment.
- Defendant CSL Behring moved for summary judgment on all claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Implied-in-fact Contract | CSL Behring’s negotiation and Article 18 language created an enforceable, implied contract for LTI. | No contract was formed with Zhang; no evidence of assent. | No reasonable jury could find a contract; summary judgment for CSL Behring. |
| Promissory Estoppel | CSL Behring’s conduct reasonably induced reliance; Zhang did not seek other jobs as a result. | No sufficiently definite promise or substantial reliance/injury. | No substantial evidence of detrimental reliance; summary judgment for CSL Behring. |
| Unjust Enrichment | CSL Behring unjustly benefited from Zhang’s work and non-payment of LTI. | No benefit beyond work paid for by Ruide; enrichment not unjust. | No evidence of unjust enrichment; summary judgment for CSL Behring. |
| Request to add CSL Plasma, Inc. | Additional entity responsible under same theory. | Involvement immaterial to result; claim would still fail. | Denied as futile. |
Key Cases Cited
- Ingrassia Constr. Co. v. Walsh, 486 A.2d 478 (Pa. Super. 1984) (sets out elements for implied-in-fact contracts)
- Ware v. Rodale Press, Inc., 322 F.3d 218 (3d Cir. 2003) (recites Pennsylvania contract law requirements)
- Crouse v. Cyclops Indus., 745 A.2d 606 (Pa. 2000) (lays out elements for promissory estoppel under Pennsylvania law)
- EBC Inc. v. Clark Bldg. Sys., 618 F.3d 253 (3d Cir. 2010) (discusses elements and limits of unjust enrichment claim)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard)