SYNGENTA SEEDS, INC., A Delaware corporation v. BUNGE NORTH AMERICA, INC., a New York corporation
No. 13-1391
United States Court of Appeals, Eighth Circuit
Oct. 20, 2014
Submitted: Dec. 18, 2013.
Further, considerations of intra-circuit uniformity and the avoidance of confusion, should this court lift the stay that is currently in place only to shift gears after individuals have relied on this change in law, also militate in favor of granting the State‘s motion. As the district court recognized, “a race to the courthouse—with same-sex couples rushing to the circuit clerk‘s office, and the State rushing to the Fifth Circuit—does not serve anyone‘s interest.” The inevitable disruption that would arise from a lack of continuity and stability in this important area of law presents a potential harm not just to Mississippi but to the Plaintiffs themselves and to the public interest at large. See Evans v. Utah, 21 F.Supp.3d 1192, 1196-99, 2014 WL 2048343, at *1-4 (D.Utah May 19, 2014) (discussing the confusion resulting from Utah‘s marriage ban being enjoined and then subsequently reinstated). We note that these same concerns may have animated the Supreme Court when it granted a similar stay application while the issue of Utah‘s marriage ban was pending before the Tenth Circuit. See Herbert v. Kitchen, — U.S. —, 134 S.Ct. 893, 187 L.Ed.2d 699 (2014) (Sotomayor, J.).
Finally, while we recognize that Plaintiffs are potentially harmed by a continued violation of their constitutional rights, this harm is attenuated by the imminent consideration of their case by a full oral argument panel of this court. The court is scheduled to hear challenges related to Louisiana‘s and Texas‘s marriage bans in one month and has recently issued an order granting Plaintiffs’ application to expedite their appeal and scheduled the case for oral argument before the same panel. Given that Plaintiffs’ claims will soon be heard in conjunction with these two other cases, a temporary maintenance of the status quo balances the possibility of this harm with the need to resolve Plaintiffs’ claims in a manner that is both expeditious and circumspect.
Accordingly, Mississippi‘s motion for stay pending appeal is GRANTED.
Before BYE, BRIGHT, and SMITH, Circuit Judges.
BYE, Circuit Judge.
Syngenta Seeds, Inc. (Syngenta) sued Bunge North America, Inc. (Bunge), alleging Bunge (1) breached an obligation under the
I
Syngenta is a biotechnology company. One of Syngenta‘s products is a strain of genetically-modified corn seed it markets under the name Agrisure Viptera (Viptera). Syngenta began selling Viptera in the fall of 2010 for planting in the spring of 2011. Before it began selling Viptera, Syngenta obtained regulatory approval for Viptera‘s sale in the United States. Syngenta also obtained regulatory approval from numerous foreign countries, allowing for corn grown from Viptera seed to be imported into those countries. Syngenta had not, however, obtained such approval from China. At all times pertinent to this case, China maintained a zero-tolerance policy regarding imports of corn grown from seed with genetically-modified traits China had not approved. Pursuant to the policy, Chinese officials could prohibit an entire shipment of corn from entering the Chinese market if the shipment contained traces of corn with an unapproved genetically-modified trait.
Bunge is an agricultural product storage and transport company. It purchases agricultural products from domestic farmers, stores the products in local elevators, processes them at regional facilities, and transfers the products to purchasers in domestic and foreign markets. Bunge has purchase contracts with a number of farmers who purchased Viptera seed from Syngenta. The purchase contracts contain provisions authorizing Bunge to refuse to accept agricultural products containing genetic modifications for which import approval has not been obtained in foreign export markets.
Bunge is also a federally licensed warehouse operator. To become federally licensed, Bunge entered into a licensing agreement (License Agreement) with the federal government. Bunge‘s obligations under the License Agreement and USWA are secured by a bond, as required by the USWA. See
Among the countries to which Bunge ships corn is China. In the summer of 2011, due to significant increases in the amount of corn being imported into China, Bunge started treating China as a major export market for domestically-grown corn. Because of China‘s zero-tolerance policy regarding unapproved genetically modified traits, such as the one in Viptera, in July 2011 Bunge began refusing to accept corn grown from Viptera seed. To notify producers, Bunge placed signs in its regional facilities and on its website which read:
Please note that Bunge currently is unable to accept delivery of corn/soybeans produced from the following seed products for the 2011/2012 growing season:
Agrisure® VipteraTM—MIR162 (Syngenta)
PlenishTM soybeans (DuPont/Pioneer)
These seed products have not received necessary international approval from major export destinations for the U.S. Bunge facilities are integrated into the export market, which is why the terms of Bunge‘s purchase contract states that Bunge will not accept grains and oil seeds containing transgenic events not approved for U.S. export markets.
Bunge will accept a listed product once the seeds receive approval from major export markets.
Bunge refused to accept corn grown from Viptera seed throughout the 2011-2012 growing season. Syngenta alleges the refusal resulted in some farmers who had purchase contracts with Bunge and who had planted Viptera corn seed incurring additional expenses due to having to transport their harvested crops to non-Bunge warehouses, obtain non-Viptera corn to fulfill their contracts with Bunge, or buy out their contracts at a loss. Syngenta alleges many of those farmers expressed dissatisfaction with Syngenta and, as a result, Syngenta lost profits, market share, and goodwill in the fall of 2011 and in subsequent seasons.
Syngenta filed suit in district court. It alleged, in addition to claims not at issue in this appeal, claims (1) under the USWA and (2) as a third-party beneficiary of the License Agreement, that Bunge had breached USWA and contractual obligations to treat depositors of agricultural products fairly; and (3) under the Lanham Act, that Bunge had engaged in false advertising. On Bunge‘s motion, the district court dismissed Syngenta‘s USWA and third-party beneficiary claims on the pleadings, concluding neither allowed for the causes of action Syngenta had been pleading. The district court also granted Bunge summary judgment on Syngenta‘s Lanham Act claim, concluding Syngenta had failed to introduce sufficient evidence regarding whether Bunge‘s signs constituted commercial speech. Syngenta voluntarily dismissed its remaining claims to pursue this appeal.
II
On appeal, Syngenta argues the district court erred by dismissing its claims under the USWA and as a third-party beneficiary to the License Agreement.
A. USWA Claim
Syngenta bases its USWA claim on Bunge‘s decision not to accept corn grown from Viptera seed because Viptera had not been approved for import into the Chinese market. Syngenta argues this decision violated Bunge‘s bonded obligation under
On appeal, Syngenta offers two arguments the USWA authorizes it to sue a warehouse operator for an alleged breach of a duty to treat depositors fairly. Syngenta first contends the private cause of action expressly authorized by
1. Express cause of action in 7 U.S.C. §§ 245(d), 247(a).
In pertinent part,
Any person injured by the breach of any obligation arising under this chapter for which a bond or other financial assurance has been obtained as required by this section may sue with respect to the bond or other financial assurance in a district court of the United States to recover the damages that the person sustained as a result of the breach.
As a federally licensed warehouse operator, a status which required Bunge to submit a bond to secure its obligations, Bunge has an obligation to treat depositors of agricultural products in a fair and reasonable manner, provided certain conditions are met. See
Syngenta argues it qualifies as a “person” for the purposes of
Congress added the “with respect to the bond” provision to the USWA in 2000. The previous version of
Syngenta asserts Congress replacing “on the bond” with “with respect to the bond” broadened the scope of possible suits authorized by
License bonds, like the one Bunge submitted pursuant to the USWA here, “permit payment to the obligee for the loss or damage resulting from ... violations by the licensee of the duties and obligations imposed on [it].” Black‘s Law Dictionary 180 (6th ed.1990). In addition, “[license] bonds ... in most cases, provide that private persons harmed by the lack of faithful performance by the licensee have an action
2. Implied private cause of action in 7 U.S.C. § 247(a).
Syngenta‘s next contends the text of
“[P]rivate rights of action to enforce federal law must be created by Congress.” Alexander v. Sandoval, 532 U.S. 275, 286, 121 S.Ct. 1511, 149 L.Ed.2d 517 (2001) (citing Touche Ross, 442 U.S. at 578). Our “task is to interpret the statute Congress has passed to determine whether it displays an intent to create not just a private right but also a private remedy.” Id. (citing Transamerica Mortg. Advisors, Inc. v. Lewis, 444 U.S. 11, 15, 100 S.Ct. 242, 62 L.Ed.2d 146 (1979)). “Statutory intent ... is determinative.” Id. (citations omitted).
We begin our analysis with the text of the statute. See id. at 288. The text of
We also look to the statutory structure. See id. As already discussed, Congress expressly included a private cause of action for violations of bonded USWA obligations in
Finding no indication in either the text of
Syngenta also contends the district court erred by dismissing the claim Syngenta alleged as a third-party beneficiary of the License Agreement, arguing it qualifies as a third-party beneficiary to the agreement. “A nonparty becomes legally entitled to a benefit promised in a contract ... only if the contracting parties so intend.” Astra USA, Inc. v. Santa Clara Cnty., Cal., — U.S. —, 131 S.Ct. 1342, 1347, 179 L.Ed.2d 457 (2011).
Syngenta points to section M of the License Agreement, arguing it is evidence the federal government and Bunge intended any person injured by a breach of an obligation under the License Agreement be entitled to sue on the agreement. We disagree. In pertinent part, section M sets forth “[a] person may initiate legal action in any [federal] court ... concerning a claim of noncompliance ... with respect to activities authorized under the USWA.” In our view, section M is similar to a jurisdictional statute in that it merely establishes a venue for litigating claims based on the License Agreement. We find no indication in the License Agreement of an intent to benefit a seed producer like Syngenta. Accordingly, we conclude Syngenta is not a third-party beneficiary of the License Agreement and the district court did not err in dismissing Syngenta‘s third-party beneficiary claim on the pleadings.
III
Syngenta also contends the district court erred in granting Bunge summary judgment on its claim of false advertising under the Lanham Act. We review a district court‘s grant of summary judgment de novo. Iowa Right To Life Comm., Inc. v. Tooker, 717 F.3d 576, 583 (8th Cir.2013), cert. denied, — U.S. —, 134 S.Ct. 1787, 188 L.Ed.2d 757 (2014).
Until recently, there was a circuit split regarding the approach to analyzing standing to bring a claim under the Lanham Act. See Lexmark Int‘l, Inc. v. Static Control Components, Inc., — U.S. —, 134 S.Ct. 1377, 1385, 188 L.Ed.2d 392 (2014) (describing the split). Prior decisions of this court had held that, for a false statement to be actionable under the Lanham Act, it must be commercial speech which, among other things, required it to be made by the plaintiff‘s competitor. See Aviation Charter, Inc. v. Aviation Research Grp./US, 416 F.3d 864, 871 (8th Cir.2005). The district court reviewed Syngenta‘s claim under the then-controlling standard and granted Bunge summary judgment, reasoning (1) Syngenta did not have standing to bring the claim because it was not Bunge‘s competitor; and (2) Bunge‘s signs had not constituted commercial speech.
While this matter was under advisement, the Supreme Court issued its decision in Lexmark. In Lexmark, the Supreme Court resolved the circuit split, establishing the zone-of-interests test and proximate causality requirement as the proper analysis for analyzing standing to allege a claim under the Lanham Act. Lexmark, 134 S.Ct. at 1391. The Supreme Court also expressly rejected the requirement that challenged commercial speech be made by a competitor. See id. at 1392 (“It is thus a mistake to infer that because the Lanham Act treats false advertising as a form of unfair competition, it can protect only the false-advertiser‘s direct competitors.“).
As it analyzed Syngenta‘s standing under this circuit‘s now-abrogated standard, the district court has not yet ruled on whether Syngenta has standing under the zone-of-interests test and proximate causality requirement. Bunge contends we may nevertheless affirm the grant of sum-
IV
For the foregoing reasons, we affirm the judgment of the district court dismissing Syngenta‘s USWA and third-party beneficiary claims on the pleadings. The grant of summary judgment to Bunge on Syngenta‘s Lanham Act claim is vacated and the claim is remanded for further proceedings consistent with this opinion.
UNITED STATES of America v. Eduardo RODRIGUEZ-AYALA
No. 13-3787
United States Court of Appeals, Eighth Circuit
Dec. 5, 2014
Submitted: Oct. 10, 2014.