Xitronix Corporation v. KLA-Tencor Corporation

Filing 20

ORDER DENYING, ORDER Defendant KLA-Tencor Corporation's 15 MOTION to Amend Order to Certify Issue for Interlocutory Appeal. Signed by Judge Sam Sparks. (klw)

FfLE 0
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF TEXAS2O 15 AUG 2
AUSTIN DIVISION
CLEF' U

PM
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WESTEi.

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IEXAS

XITRONIX CORPORATION,
Plaintiff,
Case No. A-14-CA-1113-SS

-vs-

KLA-TENCOR CORPORATION,
Defendant.

ORDER
BE IT REMEMBERED on the 21st day of August 2015, the Court held a hearing in the

above-styled cause, and the parties appeared by and through counsel. Before the Court are
Defendant KLA-Tencor Corporation (KLA)'s Motion to Amend Order to Certify Issue for

Interlocutory Appeal [#15], Plaintiff Xitronix Corporation (Xitronix)' s Response [#16], and KLA's

Reply [#17]. Having reviewed the documents, the relevant law, the file as a whole, and the parties'
arguments at hearing, the Court now enters the following opinion and orders DENYNG the motion.

Background
On June 25, 2015, the Court denied Defendant KLA's motion to dismiss for failure to state
a claim under Federal Rule of Civil Procedure 1 2(b)(6). See Order of June 25, 2015 [#12]. On July
21, 2015, KLA filed a motion to amend the order to certify the issue for interlocutory appeal. See

Mot. Amend [#15]. Specifically, the issue KLA wants to certify for appeal is "whether a plaintiff
can satisfy the enforcement requirement of a Walker Process claim by meeting the substantial

controversy test for Declaratory Judgment of patent invalidity under Medlmmune." Id. at

1.

"I

While the order speaks for itself, the Court provides a brief synopsis. Xitronix is trying to
compete with KLA in the dopant activation metrology marketplace but complains KLA has used
invalid patents over the course of many years to prevent Xitronix from lawfully competing. See
Order of June 25, 2015 [#12] at 1-5 (detailing the background of this case and the history of

litigation between these two parties). Based on this alleged conduct, Xitronix filed the current
lawsuit, asserting a single cause of action, a Walker Process antitrust claim. A WalkerProcess claim
is premised on the idea that the enforcement of a patent procured by fraud on the Patent Office may

be violative of the Sherman Act. Xitronix alleges its Walker Process claim based on KLA' s alleged
fraudulent procurement of the '260 Patent. KLA filed a motion to dismiss the claim, which focused
on the meaning of "enforcement" under a Walker Process claim.

The Court first resolved the parties' dispute over the applicable legal standard. KLA's basic
position was that "enforcement" required an overt act of enforcement, and since the parties did not
dispute that KLA had taken no overt action with respect to the '260 Patent, then KLA argued
Xitronix lacked standing to assert its Walker Process claim. See Order of June 25, 2015 [#12] at 7.
The Court agreed "enforcement" is a requirement but disagreed that "enforcement" meant an overt
act. The Court relied on the Federal Circuit's opinion in Unitherm Food Systems, Inc. v. Swift-

Eckrich, Inc., 375 F.3d 1341 (Fed. Cir. 2004), which addressed the standard for enforcement in
Walker Process claims and pegged that standard to the applicable standard for Declaratory Judgment

actions of patent invalidity:

We therefore hold that, as a matter of Federal Circuit antitrust law, the standards that
we have developed for determining jurisdiction in a Declaratory Judgment Action of
patent invalidity also define the minimum level of 'enforcement' necessary to expose
the patentee to a Walker Process claim for attempted monopolization.

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Id. at 1358. Based on the Unitherm holding, this Court concluded: "for Walker Process claims,

'enforcement' does not mean active, overt enforcement and instead refers to whatever is necessary
to establish jurisdiction in a Declaratory Judgment Action." Order of June 25, 2015 [#12] at 8-9.

The next question then became: what is the applicable standard for determining jurisdiction
in a Declaratory Judgment Action? In 2007, the Supreme Court in Medlmmune, Inc.

v.

Genentech,

Inc., 549 U.S. 118 (2007), rejected the previously prevailing "reasonable apprehension of suit" test
and instead held the proper test is whether "there is a substantial controversy, between parties having

adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a declaratory

judgment." Id. at 127. Therefore, the Court reasoned the "substantial controversy" test is the
applicable standard for enforcement under Walker Process. See Order of June 25, 2015 [#12] at

9-10.
After establishing the applicable legal standard, the Court then considered the sufficiency of

Xitronix' s allegations, whichas noted by the Courtwas actually never disputed by KLA, and the
Court held the allegations satisfied the "substantial controversy" test. Id. at 11-12. Finally, the
Court noted policy considerations supporting its conclusion that Xitronix' s allegations survived Rule
12 scrutiny. Id. at

12-14.'

Now, KLA has filed its motion to amend the Court's order to certify an issue for appeal. In
short, KLA argues that since the Supreme Court's decision in Medlmmune in 2007, which changed

the Declaratory Judgment standard, the Federal Circuit has not addressed that decision's impact on

the Federal Circuit's 2004 decision in Unitherm, which held the standard for Walker Process

KLA also moved to dismiss Xitronix's case for failure to allege fraud on the PTO. The Court denied that
ground as well, but the fraud-on-the-PTO allegations are not at issue in KLA's pending motion to amend.
1

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enforcement is the same as that for Declaratory Judgment jurisdiction. See Mot. Amend [#15] at 2.

Put differently, KLA argues the Federal Circuit has not specifically held theMe dlmmune "substantial
controversy" test should be used to define "enforcement" in Walker Process claims. KLA continues
to insist that the "enforcement" element cannot be satisfied by meeting the "substantial controversy"

test but rather requires active, overt enforcement.

Analysis
I.

Legal Standard-28 U.S.C. § 1292(b)
Section 1292(b) provides:
When a district judge, in making in a civil action an order not otherwise appealable
under this section, shall be of the opinion that such order involves a controlling
question of law as to which there is substantial ground for difference of opinion and
that an immediate appeal from the order may materially advance the ultimate
termination of the litigation, he shall so state in writing in such order. The Court of
Appeals which would have jurisdiction of an appeal of such action may thereupon,
in its discretion, permit an appeal to be taken from such order, if application is made
to it within ten days after the entry of the order: Provided, however, That application
for an appeal hereunder shall not stay proceedings in the district court unless the
district judge or the Court of Appeals or a judge thereof shall so order.

28 U.S.C.

§

1292(b).

Therefore, Defendants must show there is (a) a controlling question of law, (b) to which there
is substantial ground for difference

of opinion, and (c) an immediate appeal from the order may

materially advance the ultimate termination of the litigation.2

2

The Court notes a few preliminary issues. KLA contends the appropriate appellate court for Walker Process
claims is the Federal Circuit, and the Court agrees. See Ritz Camera & Image, LLC v. SanDisk Corp., 700 F.3d 503,
504-05 (Fed. Cir. 2012) (considering on interlocutory appeal an issue concerning Walker Process standing). The Court
also agrees with KLA that there is no substantive difference in how to analyze a § 1292(b) motion between Federal
Circuit law and Fifth Circuit law.
In addition, Xitronix argues in its response that KLA' s motion to amend was untimely because it was filed more
than ten days after entry of the Court's order denying KLA's motion to dismiss. Xitronix misreads § 1292(b), which
provides a ten-day deadline to file an appeal with the court of appeals from the date a district court certifies an order for
interlocutory appeal. See 28 U.S.C. § 1292(b). Section 1292 does not provide a deadline for asking a district court to

II.

Application

A.

Controffing Question of Law
KLA argues the issue it wants certified for appealwhether the enforcement element of a

Walker Process claim can be met by establishing a substantial controversy under the Medlmmune

test for declaratory judgment jurisdictionis a controlling question of law. Xitronix actually makes
no argument disputing this contention. The Court, for reasons explained below, does not agree with

how KLA has framed the controlling question of law. Instead, the controlling question of law is

better framed as: what is the requisite level of enforcement necessary to plead a Walker Process
claim? The resolution of that issue controls the outcome of the case.
B.

Substantial Ground for Difference of Opinion
1.

KLA's Question and the Question that Lies Beneath

KLA argues there is a substantial ground for difference of opinion regarding whether the

"substantial controversy" test from Medlmmune is the appropriate standard for Walker Process
standing. KLA's primary contention is that Medlmmune was decided after Unitherm and therefore

the Federal Circuit "has not addressed the continued viability of the Declaratory Judgment standard
as a proxy for the enforcement element

of a Walker Process claim." Mot. Amend [#15] at

4.

According to KLA, "it is simply no longer appropriate to use the declaratory judgment standard as
the test for enforcement under Walker Process" because "[w]hereas the 'reasonable apprehension

of suit' test pre-Medlmmune was generally consistent with the common understanding of

amend its order to include a certification of an issue for interlocutory appeal. In this case, the Court does not find KLA's
motion untimely and considers its merits.

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enforcement (i.e., 'compelling compliance'), the rel axed Medimmune standard is not." Reply [#17]
at 2 (citations and footnotes omitted).

The Court disagrees both with KLA's logic and its reading of the relevant law. Simply

because the Federal Circuit has not explicitly re-affirmed its holding in Unitherm since the Supreme

Court's decision inMedimmune does not mean the Federal Circuit's holding in Unitherm is in doubt.
Unitherm matched the standard for Walker Process enforcement to the standard for Declaratory

Judgment jurisdiction. Medlmmune changed the standard for Declaratory Judgment jurisdiction
from the "reasonable apprehension of suit test" to the "substantial controversy" test. Nothing about

Medlmmune calls into question Unitherm's holding. See Order of June 25, 2015 [#12] at 9-10.
Instead, simply applying precedent leads to the clear conclusion that the "substantial controversy"

test from Medlmmune is the appropriate standard for the enforcement element of Walker Process
claims. Therefore, there is no substantial ground for difference of opinion on the question KLA has

presented to the Court: whether the "substantial controversy" test from Medlmmune is the
appropriate standard for enforcement under a Walker Process theory of liability.
The way KLA framed the issue, however, obscures KLA's central contention, and when the

Court re-frames the issue, the embedded question emerges. KLA's argument in its motion to dismiss
rests on the idea that the "substantial controversy" test is not the applicable standard and that the
actual applicable standard, at minimum, requires active, overt enforcement. Ifthe standard requires
active, overt enforcement, then Xitronix's case must be dismissed because the parties agree KLA has

not taken any affirmative acts of enforcement specifically with respect to the '260 Patent. That is

KLA's position. In light of this position, the true controlling question of law in this case is: what
is the minimum level of enforcement necessary to plead a Walker Process claim? Even more

precisely, the helpful question is: must a patentee have engaged in overt enforcement action in order
to be subject to Walker Process liability?

The Federal Circuit's holding in Unitherm answers that question in the negative, as it

squarely rejects requiring active, overt enforcement for Walker Process standing, regardless of the
precise governing standard for Declaratory Judgment jurisdiction. A straightforward reading of
Unitherm makes this understanding clear. Unitherm, 375 F.3d at 1357-58. As described in the

Court's order denying KLA's motion to dismiss, the Unitherm court directly compared Walker
Process claims with the requirements for a Declaratory Judgment Action based on the concept of
"enforcement":
Strictly speaking, a Walker Process claim is premised upon 'the enforcement of a
patent procured by fraud on the Patent Office.' [Walker Process Equipment, Inc. v.
Food Machinery & Chemical Corp., 382 U.S. 172, 174 (1965)]. A plaintiff may
bring a Declaratory Judgment Action of patent invalidity, however, even in the
absence of overt enforcement actions.
Id.

Given this apparent tension between the two standards, the Federal Circuit resolved any

differences when it held "as a matter of Federal Circuit antitrust law, the standards that we have

developed for determining jurisdiction in a Declaratory Judgment Action of patent invalidity also
define the minimum level of 'enforcement' necessary to expose the patentee to a Walker Process
claim for attempted monopolization." Id. at 1358. In other words, just as "[a] plaintiff may bring
a Declaratory Judgment Action

actions," so may "[a] plaintiff.

of patent invalidity.
. .

. .

even in the absence of overt enforcement

bring a [Walker Process claim] even in the absence of overt

enforcement actions."

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As such, KLA's focus onMedimmune and how it changed the Declaratory Judgment standard
misses the mark. The Unitherm court is clear that Walker Process enforcement, just like Declaratory
Judgment jurisdiction, does not require overt enforcement. The fact Medlmmune subsequently
changed the standard for Declaratory

Judgmentsto an even more relaxed, flexible testhas no

impact on that legal reality. In a related vein, and in a point already made by the Court in the order
denying the motion to dismiss, "KLA's argument is immaterial because neither the Declaratory
Judgment standard in existence pre-Medlmmune nor the standard established inMedlmmune include
overt enforcement of the patent as a requirement." See Order of June 25, 2015 [#12] at 10 & n.1
(describing the "reasonable apprehension of suit" test in existence pre-Medlmmune and how it did
not require overt enforcement).
In dissecting KLA's requested issue for appeal, it becomes apparent that the certified

question KLA needs answered in its favor cannot be whether a plainti ff can plead enforcement under
a Walker Process claim by satisfying the "substantial controversy test" from Medlmmune. Assuming

one accepts Unitherm' s holding that the Walker Process standard for enforcement matches the
Declaratory Judgment standard, then KLA cannot achieve a favorable outcome on that question
because no matter what Declaratory Judgement standard applies, there is no requirement of overt
enforcement. The true question KLA needs answered in its favor is whether Unitherm is still good
law. If Unitherm were not good law and Walker Process standing was not pegged to Declaratory

Judgment standing, then perhaps there would be no requirement of overt enforcement. But there is
absolutely no reason for this Court to question the continued viability of Unitherm.
In sum, the question of law presented by KLAwhether a plaintiff can plead enforcement

under a Walker Process claim by satisfying the "substantial controversy" test from Medlmmuneis

not a controlling one. Moreover, for the record, the Court does not consider this a question on which
there is substantial ground for difference of opinion. Unitherm pegged the Walker Process standard
for enforcement to the Declaratory Judgment standard, and Medlmmune announced the prevailing

Declaratory Judgment standard. As such, Medlmmune's "substantial controversy" test is applicable
to Walker Process claims.

With respect to the actual controlling question of law in this

casewhether a patentee must engage in overt enforcement actions in order to be subject to Walker
Process liabilitythe Court also does not find there is substantial ground for difference of opinion.
That issue was decided by Unitherm, which held overt enforcement is not required, and the Court
can identify no reason why the Federal Circuit should be reconsidering its decision in Unitherm.
2.

KLA's Cited Case Law

KLA has cited a few cases purportedly demonstrating a substantial ground for difference of
opinion, and the Court addresses those cases in turn. First, KLA suggests there is substantial ground
for difference of opinion because "the Federal Circuit has

. . .

acknowledged that the decision in

Medlmmune raises a question that will, at some point, need to be addressed." Mot. Amend [#15]
at 2 (citing Hydril Co. LP v. Grant Prideco LP, 474 F.3d 1344, 1350 (Fed. Cir. 2007)). KLA

appears to be implying that the Federal Circuit in Hydril raised a question to be answered another
day concerning Medimmune' s impact on the enforcement element of a Walker Process claim. In

Hydril, the district court concluded allegations of threatened enforcement against customers rather

than against the plaintiff competitor did not satisfy the minimum level of enforcement necessary to
expose the patentee to Walker Process liability. Hydril, 474 F.3d at 1350. The Federal Circuit
reversed, holding "a valid Walker Process claim may be based upon enforcement activity directed
against the plaintiff's customers." Id.

In doing so, the Hydril court specifically re-affirmed

Unitherm's holding that the standard for Declaratory Judgment jurisdiction defines the minimum
level of enforcement necessary to state a Walker Process claim. Id. (citing Unitherm, 375 F.3d at
1358). The Court went on to note that the case before it "does not present an occasion to address

[Medlmmune], which dealt with the standard for determining when a declaratory judgment action

satisfies the case-or-controversy requirement of the Declaratory Judgment Act." Id. In other words,
the "enforcement" element was not in dispute as the defendant had undisputedly threatened

enforcement of the patent against the plaintiffi s customers, and therefore the court did not need to
address Medlmmune, which defines the minimum level ofenforcement necessary for Walker Process

liability. Accordingly, Hydril does not stand for the proposition suggested by KLA, and if anything,
the case actually supports Xitronix's position because it re-affirms the viability of Unitherm post-

Medlmmune.
Second, KLA cites the Federal Circuit's 2012 decision in Ritz Camera because, according
to KLA, it "rejected the notion that it is appropriate to use the Declaratory Judgment standard for

patent invalidity to evaluate whether a plaintiff can bring a Walker Process claim." Mot. Amend
[#15] at 5. The question and holding in Ritz Camera dealt with different circumstances than those

in the current lawsuit, and they do not undermine use of the declaratory judgment standard for

determining jurisdiction when determining the minimum level of enforcement required to plead a
Walker Process claim. The Ritz Camera court addressed the following question: "whether an

antitrust action against the owner of a patent, based on the Walker Process theory of liability, can

be brought by a direct purchaser of goods that are protected by the patent, even if the purchaser faces
no threat of an action for patent infringement and has no other basis to seek a declaratory judgment

holding the patent invalid or unenforceable." Ritz Camera, 700 F.3d at 505. The court held "a direct
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purchaser is not categorically precluded from bringing a Walker Process antitrust claim, even if it
would not be entitled to seek declaratory relief against the patentee under the patent laws." Id.
In other words, Ritz Camera establishes that Walker Process standing is not limited to those

plaintiffs who could bring a declaratory judgment action for patent invalidity as such a limitation

would improperly exclude consumer plaintiffs suffering antitrust harm. The instant case does not

implicate that issue; KLA has not suggested Xitronix, which is a competitor and not a consumer,
lacks standing to bring a declaratory judgment challenging the validity of the '260 Patent. The issue

in this lawsuit is the minimum level of enforcement required to plead a Walker Process claim, and
Ritz Camera did not discuss this question. Indeed, notably absent from Ritz Camera is any mention

of Unitherm. Moreover, there was no dispute in Ritz Camera that the patentee had enforced its
patents both against its competitors and the competitors' customers. Id. at 505. In sum, Ritz Camera
does not even state an opinion on the controlling question of law in this case, much less does it

suggest a substantial ground for difference of opinion on that question.

Third, KLA contends the court inAguirre v. Powerchute Sports, LLC, No. SA-l0-CV-702XR, 2011 3359554 (W.D. Tex. Aug. 4, 2011), encountered the meaning of "enforcement," and

relying on Unitherm' s instruction that "[i] f the patentee has done nothing but obtain a patent in a

manner that the plaintiffbelieves is fraudulent, the courts may not entertain a Walker Process claim,"
reached "a very different result" from this Court. Mot. Amend [#15] at

5

(citing Aguirre, 2011

3359554, at *6). In Aguirre, the alleged "enforcement" was the patentee's engagement in efforts to

"advertise heavily." Aguirre, 2011 3359554, at *6. The court, relying on Black's Law Dictionary's
definition of "enforcement" as "the act or process of compelling compliance with a [patent],"
concluded heavy advertising was "not the typical means of enforcement," and the plaintiff did "not
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address any other purported means of enforcement." Id. Therefore, the court concluded the plaintiff

had failed to satisfy the "enforcement" element and dismissed the Walker Process claim. Id.
The Court does not consider the Aguirre opinion at odds with this Court's order. The Court
agreed with Aguirre there is an "enforcement" element, and the Court agreed that simply procuring
a patent by fraud is insufficient to state a claim for antitrust violations. See Order of June 25, 2015
[#12] at 7. The Aguirre court simply concluded heavy advertising did not satisfy the "enforcement"

element, a conclusion this Court finds reasonable. While the Aguirre court did cite Unitherm as

imposing the "enforcement" element, it did not address how to satisfy that element by asserting facts
establishing declaratory judgment jurisdiction, as held in Unitherm. Instead, the Aguirre court
referred to Black's Law Dictionary to define "enforcement." This Court looked to Unitherm for the

definition of the minimum level of enforcement required and summarized Xitronix' s detailed

allegationsin addition to the alleged fraudulent procurement of the patentthat satisfied the
"substantial controversy" test. Id. at 11-12. While the Aguirre court's approach was abit different
from this Court's method, the Court does not consider the two inconsistent.

Fourth, KLA relies onln reNetflixAntitrustLitigation, 506 F. Supp. 2d 308 (N.D. Cal. June
14, 2007), which involved a class action

of the consuming public asserting Walker Process claims

against Netflix. Netflix moved to dismiss, arguing, among other things, the plaintiffs had failed to
allege the minimum level ofenforcement sufficient to confer standing. Id. at 317-18. The court first
noted Unitherm's holding requiring a Walker Process plaintiff to plead the minimum level of

enforcement necessary to plead a Declaratory Judgment action in order to plead a Walker Process
claim. Id. at 317. The court also observed how Medimmune altered the standard for Declaratory

Judgment standing. Id. Applying this law to the allegations, the court concluded the plaintiffs, who
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merely alleged the defendants had alerted the plaintiffs to their patents' existence, had failed "to meet
the minimum standard for sustaining an action for declaratory judgment." Id. at 31 8. This analysis
and conclusion is consistent with this Court's opinion.
Having considered the cases cited by KLA, the Court finds that case law does not illustrate
a substantial ground for difference of opinion on the controlling question of law before the Court.

C.

Material Advancement of the Ultimate Termination of the Litigation
Because the Court finds KLA has failed to satisfy the second element of a § 1292(b) motion,

it need not address whether certification of the requested issue will materially advance the ultimate

termination of the litigation.

Conclusion
Before closing, the Court notes a few other aspects of this case making it ill-suited as a

vehicle for interlocutory appeal.

First, the case involves highly unique circumstances. This

lawsuitthe third between these parties before

this Courtinvolves allegations that KLA, after

having its previous patent (the '441 Patent) declared invalid in a final judgment after a trial on the
merits in this very Court, went to the PTO and obtained a new patent (the '260 Patent) covering the
same technology through fraudulent representations and omissions directly related to the Court's
final judgment. As a result, Xitronix, who first sued KLA in September 2008 concerning the '441

Patent, is

stillalmost seven years later being illegally excluded from the relevant marketplace

As highlighted by KLA, the Netflix court goes on to state: "Enforcement requires some affirmative act which
is lacking in the pleadings." Netflix, 506 F. Supp. 2d at 318. The Court finds this statement confusing because the Netjlix

court recognized the standard for the minimum level of enforcement matches the standard for declaratory judgment
standing, yet the NetJlix court cites no legal authority indicating the standard for declaratory judgment standing "requires
some affirmative act." As such, the Court agrees with KLA this specific statement is inconsistent with the Court's order.
Nevertheless, the Netjlix court's broader analysis is otherwise in harmony with this Court's order and Unitherm. One
statement from a fellow district court that was not essential to that court's holding is not sufficient on its own to amount
to a substantial ground for difference of opinion on the controlling question of law in this case.

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by KLA's use of patents. As emphasized by the Court in its order denying the motion to dismiss,
due to these unique allegations as well as the substantial discretion afforded courts in deciding

whether to exercise Declaratory Judgment jurisdiction, the Court's decision to deny KLA's motion
to dismiss does not "open the floodgates of Walker Process litigation or expose patentees to such

claims simply based on their procurement of a patent." See Order of June 25, 2015 [#12] at 13-14
& n.2. The Court clearly cabined its decision to the particular circumstances

of this case, and as

such, it is not well-tailored for interlocutory appeal.

Second, the Court notes that on July 29, 2015, KLA, for unknown reasons, actually filed

disclaimers ofthe relevant claims of the '260 Patent with the Patent & Trademark Office. See Reply
[#17-1] Ex.

1

(disclaimer of claims

1, 3,

4, and 5 of the '260 Patent). As such, there would appear

to be no threat of ongoing harm, but liability and damages must still be litigated. The Court believes

the most efficient way to handle the case is to proceed to entrance of a judgment one way or the
other, and the parties can appeal the case in its entirety at that time instead of piecemeal as KLA

requests. While KLA offered some statistics at the hearing suggesting the turnaround on an
interlocutory appeal might be as brief as a month or two, this Court has learned better over the years
than to speculate on such matters.
In conclusion, having carefully considered KLA's motion to amend, the Court does not find

there is a controlling question of law appropriate for interlocutory appeal.
Accordingly,
IT IS ORDERED that Defendant KLA-Tencor Corporation's Motion to Amend Order

to Certify Issue for Interlocutory Appeal [#15] is DENIED.

SIGNED this the

day of August 2015.

SAM SPARKS
UNITED STATES DISTRICT JUDGE
1113 interloc appeal ordjtw.frm

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