Life Technologies Corp. v. AB Sciex Pte.
United States District Court for the Southern District of New York
803 F. Supp. 2d 270 (2011)
- Written by Alexander Hager-DeMyer, JD
Facts
Life Technologies Corporation (Life Tech) (plaintiff) contracted to sell its mass-spectrometry business to an affiliate of DH Technologies Development Pte. Ltd. (DH Tech) (defendant). Life Tech and DH Tech signed a purchase agreement that included an arbitration provision stating that any dispute related to the transaction documents would be negotiated, and if the issue was not resolved, it would be arbitrated. The transaction documents included the purchase agreement and several ancillary agreements. The agreement further required DH Tech to execute or have its affiliates execute and deliver a trademark-licensing agreement. Life Tech and Applied Biosystems LLC (Biosystems) (plaintiff) licensed the trademarks to AB Sciex Pte. Ltd. (Sciex) (defendant), an affiliate of DH Tech. In the license agreement, the parties agreed to be bound by the covenants of the license agreement and the original business purchase agreement signed by DH Tech. The license agreement further provided that the entire agreement included all other documents that referenced it, and that Life Tech and Biosystems would be entitled to enforce the license agreement by injunction in the event of Sciex’s breach, without prejudice to any other rights or remedies. Life Tech and Biosystems filed suit for breach of the license agreement against Sciex and breach of the purchase agreement against DH Tech. Life Tech and Biosystems sought a preliminary injunction, which the court denied. Life Tech and Biosystems then filed to compel arbitration with both parties. Sciex filed a motion to enjoin arbitration, stating that it never entered into an arbitration agreement with the parties.
Rule of Law
Issue
Holding and Reasoning (Holwell, J.)
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