Verson Corporation v. Verson International Group, PLC
United States District Court for the Northern District of Illinois
899 F. Supp. 358 (1995)
Facts
Verson Corporation (Verson) (plaintiff) manufactured presses for the metal-forming industry. Verson was experiencing financial difficulties, so a group of its managers bought its international operations using a newly formed company, Verson International Group PLC (VIG) (defendant). Verson and VIG executed a nonexclusive license agreement under which Verson agreed to turn over to VIG its patents and nonpatented trade secrets (collectively, its know-how). Afterward, VIG entered into an agreement with one of Verson’s North American competitors, under which VIG agreed to assign to the competitor certain know-how it received from Verson pursuant to the Verson-VIG license agreement. Verson sued VIG, claiming that the parties’ license agreement prohibited VIG from assigning Verson’s know-how without Verson’s prior consent. VIG argued that it had an implied right to assign the know-how because the license agreement permitted VIG to sublicense its rights without Verson’s approval. VIG argued that by permitting VIG to sublicense the know-how, Verson was conceding that the know-how was not highly personal and therefore could be assigned. The court granted VIG’s motion to dismiss Verson’s complaint, and Verson amended its complaint. VIG then filed a motion to dismiss the amended complaint.
Rule of Law
Issue
Holding and Reasoning (Moran, J.)
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