Intercept Pharmaceuticals Inc. v. Fiorucci
MEMORANDUM OPINION regarding MOTION to Dismiss (D.I. 67 ) and Motion to Amend (D.I. 84 ). Signed by Judge Richard G. Andrews on 1/20/2017. (nms)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
Civil Action No. 1:14-cv-1313-RGA
STEFANO FI ORUCCI,
Thomas C. Grimm, Esq., MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, DE;
Jeremy A. Tigan, Esq., MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, DE;
Ivor Elrifi, Esq., COOLEY LLP, New York, NY; Jonathan Bach, Esq., COOLEY LLP, New
York, NY; Scott A. Sukenick, Esq., COOLEY LLP, New York, NY; Ellen A. Scordino, Esq.,
COOLEY LLP, Boston, MA.
Attorneys for Plaintiff
George Pazuniak, Esq., O'KELLY & ERNST, LLC, Wilmington, DE; Glen M. Diehl, Esq.,
DIEHL LAW LLC, Watchung, NJ.
Attorneys for Defendant
1JJ , 2017
Presently before the Court are Plaintiffs Motion to Dismiss Counterclaims (D.I. 67) and
related briefing (D.1. 75, 78) and Defendant's Motion for Leave to File an Amended Pleading (D.1.
84) and related briefing (D.1. 85, 91, 94).
For the reasons set forth below, Plaintiffs Motion to Dismiss Counterclaims (D.I. 67) is
Defendant's Motion for Leave to File an Amended Pleading (D.I. 84) is
Plaintiff initiated this action on October 15, 2014 seeking injunctive and declaratory relief
related to the ownership and assignment of certain intellectual property as well as monetary
damages for Defendant's alleged breaches of a Termination Agreement. (D.I. 1). On March 3,
2016, almost a full year after the deadline for amendments imposed by the Court's scheduling
order (D.1. 20, if2), Plaintiff, with Defendant's consent, filed a First Amended Complaint adding
counts for conversion, unjust enrichment, and additional counts related to breaches of various
agreements between the parties. (D.1. 62). Defendant filed an Answer to the Amended Complaint
and Counterclaims on April 4, 2016. (D.I. 64). Plaintiff timely filed a Motion to Dismiss. (D.I.
67). On September 14, 2016, Defendant filed a Motion for Leave to File an Amended Pleading,
seeking to amend three of his Affirmative Defenses. (D.I. 84).
Plaintiff's Motion to Dismiss Counterclaims
Rule 8 requires a complainant to provide "a short and plain statement of the claim showing
that the pleader is entitled to relief .... " Fed. R. Civ. P. 8(a)(2). Rule 12(b)(6) allows the accused
party to bring a motion to dismiss the claim for failing to meet this standard. A Rule 12(b)(6)
motion may be granted only if, accepting the well-pleaded allegations in the complaint as true and
viewing them in the light most favorable to the complainant, a court concludes that those
allegations "could not raise a claim of entitlement to relief." Bell At!. Corp. v. Twombly, 550 U.S.
544, 558 (2007).
"Though 'detailed factual allegations' are not required, a complaint must do more than
simply provide 'labels and conclusions' or 'a formulaic recitation of the elements of a cause of
action."' Davis v. Abington Mem 'l Hosp., 765 F.3d 236, 241 (3d Cir. 2014) (quoting Twombly,
550 U.S. at 555). I am "not required to credit bald assertions or legal conclusions improperly
alleged in the complaint." In re Rockefeller Ctr. Props., Inc. Sec. Litig., 311 F.3d 198, 216 (3d
Cir. 2002). A complaint may not be dismissed, however, "for imperfect statement of the legal
theory supporting the claim asserted." See Johnson v. City of Shelby, 135 S. Ct. 346, 346 (2014).
A complainant must plead facts sufficient to show that a claim has "substantive
plausibility." Id. at 347. That plausibility must be found on the face of the complaint. Ashcroft
v. Iqbal, 556 U.S. 662, 678 (2009). "A claim has facial plausibility when the [complainant] pleads
factual content that allows the court to draw the reasonable inference that the [accused] is liable
for the misconduct alleged." Id. Deciding whether a claim is plausible will be a "context-specific
task that requires the reviewing court to draw on its judicial experience and common sense." Id.
In order to survive this motion to dismiss Defendant's counterclaims of inventorship and
patent ownership, Defendant must allege facts that would allow me to draw the reasonable
inference that Defendant contributed to the conception and reduction to practice of the inventions.
Defendant fails to meet this standard. Defendant's counterclaims are simply conclusory statements
amounting to a recitation of the legal requirements for patent inventorship and ownership and are
unsupported by any pleaded facts. In fact, Defendant points to nothing in his pleading that provides
support for his "bald assertions." Instead, Defendant points to his interrogatory responses, which
constitute extraneous information that I will not consider for the purposes of this 12(b)(6) motion.
(DJ. 75 at 3).
Because I find that Defendant's pleading is insufficient, I will not address Plaintiff's
additional arguments. (DJ. 67 at 4-6). Defendant purports to request leave to amend in his
Opposition to the Motion to Dismiss. (DJ. 75 at 5). I decline to rule on any Motion to Amend
until I am presented with such a motion in compliance with Local Rule 15.1, however.
Defendant's Motion for Leave to File an Amended Pleading
Rule 15(a)(2) of the Federal Rules of Civil Procedure provides that after a responsive
pleading has been filed, a party may amend its pleading "only with the opposing party's written
consent or the court's leave." Leave to amend "should [be] freely give[n] ... when justice so
requires." Fed. R. Civ. P. 15. The decision to grant or deny leave to amend lies within the
discretion of the court. Farnan v. Davis, 371U.S.178, 182 (1962); In re Burlington Coat Factory
Secs. Litig., 114 F.3d 1410, 1434 (3d Cir. 1997). The Third Circuit has adopted a liberal approach
to the amendment of pleadings. Dole v. Arco, 921 F.2d 484, 487 (3d Cir. 1990). In the absence of
undue delay, bad faith, or dilatory motives on the part of the moving party, the amendment should
be freely granted, unless it is futile or unfairly prejudicial to the non-moving party. Farnan, 371
U.S. at 182; In re Burlington, 114 F.3d at 1434. Furthermore, when a pleading deadline imposed
by a scheduling order has passed, a party seeking to amend must show "good cause" to modify the
deadlines. Fed. R. Civ. P. 16(b)(4).
Plaintiff has not argued that it would suffer any prejudice if the amendment is allowed.
Rather, Plaintiff argues futility and lack of good cause. (DJ. 91 at 6). While it may well tum out
that the amendment is futile, it is difficult to draw that conclusion at this stage of the proceedings
where the argument rests on interpretation of various agreements between the parties. (D.I. 91 at
7). Furthermore, Plaintiffs good cause argument lacks force given its own belated amendment,
to which Defendant consented. In the absence of any prejudice to Plaintiff, I see no reason to deny
Defendant's motion to amend.
For the reasons set forth herein, Plaintiffs Motion to Dismiss Counterclaims is
GRANTED. Defendant's Motion for Leave to File an Amended Pleading is GRANTED.
An appropriate order will be entered.
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