Novartis Pharma AG v. Amgen, Inc.
- P. Castel
- 1:19-cv-02993
- U.S. District Court · Southern District of New York
- 4
In Novartis Pharma AG v. Amgen, Judge Castel denied Amgen’s reconsideration motion, leaving unchanged the earlier ruling interpreting a contract provision.
Novartis Pharma AG and Amgen Inc.; the ruling left unchanged the court’s earlier rulings on the parties’ contract-related claims.
What happened
Novartis Pharma AG sued Amgen Inc. over a provision in the parties’ 2015 Agreement called the “Distracting Program” provision. The earlier ruling addressed motions for judgment on the pleadings concerning several claims, including whether Novartis breached that provision.
Amgen argued that the court should not have interpreted the provision in a way that rejected Amgen’s preferred reading. It also argued that the parties’ different interpretations made the provision unclear and that additional evidence was needed to determine the parties’ intent. Novartis had offered a different interpretation but did not argue that the provision was unclear.
Judge Castel denied Amgen’s motion for clarification or reconsideration. The court held that a contract is not unclear merely because the parties interpret it differently, and it left the earlier ruling unchanged.
The detailed version
- Novartis Pharma AG v. Amgen, Inc. · No. 1:19-cv-02993
- P. Castel
- Sept. 14, 2020
Background
Amgen moved for clarification and/or reconsideration of the court’s June 9, 2020 Opinion and Order. That earlier order granted Novartis’s motion for judgment on the pleadings under Federal Rule of Civil Procedure 12(c) as to Count II and denied Amgen’s Rule 12(c) motion as to Counts I, II, and IV.
Count I seeks a declaration that Novartis did not breach Section 7.2 of the parties’ 2015 Agreement, known as the “Distracting Program” provision. Amgen had argued that Section 7.2 unambiguously prohibited the conduct at issue and that the pleadings showed Novartis engaged in a prohibited program through its Sandoz affiliate. Novartis offered a competing interpretation, arguing that Sandoz’s activities were outside the Agreement or, alternatively, that Amgen had to prove Sandoz acted on Novartis’s instructions.
Arguments on Reconsideration
Amgen argued that the earlier opinion imposed a definitive contract interpretation favorable to Novartis even though Novartis had not moved for judgment in its favor on Count I. Amgen also argued that the parties’ conflicting interpretations showed that Section 7.2 was ambiguous and should not be construed without evidence outside the contract concerning the parties’ intent.
The court rejected those arguments. Applying New York contract law, it explained that when contract terms are unambiguous, their meaning is a question of law for the court. The court also stated that differing interpretations by the parties do not, by themselves, make a contract ambiguous. Because Amgen had placed the meaning of Section 7.2 directly at issue in its Rule 12(c) motion, the court concluded that it was required to construe the provision in deciding that motion.
Ruling
The court denied Amgen’s motion for reconsideration or clarification. It did not alter the ultimate disposition of the June 9, 2020 Opinion and Order. The opinion states that Amgen sought only a statement that the court had not definitively construed the Agreement as described in that earlier opinion, rather than asking the court to grant Amgen’s Rule 12(c) motion.
Read the full 4-page opinion on CourtListener, the free public archive maintained by the Free Law Project.