Infectolab Americas LLC v. ArminLabs GmbH

Background

Infectolab Americas LLC and IGeneX, Inc. alleged claims under the Lanham Act, a federal trademark statute, and several state-law claims against ArminLabs GmbH. The motion concerned three claims asserted only by Infectolab: negligent interference with prospective economic advantage, intentional interference with prospective economic advantage, and tortious interference with contract. Infectolab conceded that the negligent-interference claim should be dismissed but opposed dismissal of the other two claims.

According to the First Amended Complaint, Infectolab provides laboratory testing services for tick-borne diseases. ArminLabs, which the complaint describes as being located in Augsburg, Germany, allegedly competes with Infectolab and IGeneX. Infectolab alleged that it had exclusive rights under an agreement with Autoimmun Diagnostika GmbH to use certain products in the United States. It further alleged that ArminLabs marketed testing services to United States customers, distributed blood-test kits, sent blood samples to Germany for testing, and used the products in that testing.

The Agreement

The parties focused on section 2.01 of the agreement. That provision appoints Infectolab as the manufacturer’s exclusive customer for specified products in the United States and gives Infectolab the sole right to use those products there. It also states that the manufacturer may not sell the products directly or indirectly to third parties, with exceptions for research studies and studies seeking approval from the Food and Drug Administration.

ArminLabs argued that the agreement did not prohibit a third party’s use of the products. Infectolab argued that, read as a whole, the agreement prohibited sales to third parties for use directly or indirectly in the United States. Judge Demarchi concluded that the agreement was not sufficiently clear to resolve that competing interpretation on a motion to dismiss. The court therefore did not decide the contract’s meaning at that stage.

Pleading deficiencies

The court nevertheless found that the First Amended Complaint did not provide enough factual support for the allegation that ArminLabs used the products. It did not allege that ArminLabs obtained the products from the manufacturer or provide facts supporting a reasonable inference that ArminLabs used them to serve United States customers. Infectolab represented at the hearing that it could allege additional facts.

For the intentional-interference-with-prospective-economic-advantage claim, the court found that Infectolab plausibly alleged an economic relationship with Autoimmun Diagnostika and a possible future economic benefit based on the claimed exclusive right to use the products. But the complaint did not plausibly allege ArminLabs’s knowledge of that relationship, an intent to disrupt it, actual disruption, or economic harm caused by ArminLabs. The allegations about ArminLabs’s knowledge, prior dealings, and competitive status were conclusory. The complaint also did not allege lost sales, decreased sales, or facts showing that ArminLabs made Infectolab’s performance under the agreement more difficult or expensive.

For the tortious-interference-with-contract claim, the court similarly found that Infectolab adequately alleged the existence of a contract with Autoimmun Diagnostika but did not adequately allege the other required elements, including ArminLabs’s knowledge, intentional acts aimed at disrupting the contract, actual disruption, and resulting damage.

Disposition

Judge Virginia K. Demarchi granted ArminLabs’s Rule 12(b)(6) motion, which tests whether a complaint states a legally sufficient claim. The court dismissed Infectolab’s claim for negligent interference with prospective economic advantage without leave to amend. It dismissed Infectolab’s claims for intentional interference with prospective economic advantage and tortious interference with contract with leave to amend. If Infectolab chose to amend those two claims, the court required the Second Amended Complaint to be filed by February 11, 2021. The order did not decide the separate federal trademark claim or other claims not addressed by the motion.