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Tech Pharmacy Services, LLC v. Alixa Rx LLC

United States District Court, E.D. Texas, Sherman Division

July 25, 2017




         Pending before the Court is Defendants' Motion for Partial Summary Judgment as to Plaintiff's Fraud Claims, Equitable Estoppel Claims, and All Remaining Claims Against the Fillmore Entities (Dkt. #221). After reviewing the relevant pleadings, the Court grants in part and denies in part Defendants' motion.


         Beginning in 2008, Tech Pharmacy Services, LLC (“Tech Pharmacy”) engaged in discussions with Golden Gate National Senior Care LLC d/b/a Golden LivingCenters (“GLC”) about providing its remote packaging and dispensing system to GLC facilities. During negotiations, Tech Pharmacy and GLC entered into two non-disclosure agreements (“NDAs”), one in 2008 and another in 2009, to facilitate discussions between the parties and allow GLC to access Tech Pharmacy's virtual data room. On March 11, 2010, GLC sent a letter of intent to Tech Pharmacy, expressing interest in purchasing 85% of the company for $15 million. Two weeks later, Tech Pharmacy sent a counter-proposal, offering the sale of 45% of the company for $25 million. The next day, GLC contacted Tech Pharmacy and stated that it was ceasing discussions and terminating any pilot programs. In October 2012, GLC publicly launched its own pharmacy named Alixa Rx LLC (“Alixa”).

         On November 2, 2015, Tech Pharmacy filed suit against Alixa and GLC, alleging patent infringement. On January 22, 2016, Tech Pharmacy amended its complaint to add state law claims of fraud, breach of contract, trade secret misappropriation, and equitable estoppel to the original patent infringement claims. On September, 1, 2016, Plaintiff further amended its complaint to add Fillmore Capital Partners LLC, Fillmore Strategic Management LLC, and Fillmore Strategic Investors LLC (collectively, the “Fillmore Defendants, ” with Alixa and GLC, “Defendants”) to the state causes of action (Dkt. #83).

         On March 31, 2017, Defendants filed their motion for partial summary judgment (Dkt. #221). On April 21, 2017, Tech Pharmacy filed its response (Dkt. #246). On April 28, 2017, Defendants filed their reply (Dkt. #252). On May 4, 2017, Tech Pharmacy filed its sur-reply (Dkt. #256).


         The purpose of summary judgment is to isolate and dispose of factually unsupported claims or defenses. Celotex Corp. v. Catrett, 477 U.S. 317, 323-24 (1986). Summary judgment is proper under Rule 56(a) of the Federal Rules of Civil Procedure “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). A dispute about a material fact is genuine when “the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson v. Liberty Lobby Inc., 477 U.S. 242, 248 (1986). Substantive law identifies which facts are material. Id. The trial court “must resolve all reasonable doubts in favor of the party opposing the motion for summary judgment.” Casey Enters., Inc. v. Am. Hardware Mut. Ins. Co., 655 F.2d 598, 602 (5th Cir. 1981).

         The party seeking summary judgment bears the initial burden of informing the court of its motion and identifying “depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials” that demonstrate the absence of a genuine issue of material fact. Fed.R.Civ.P. 56(c)(1)(A); Celotex, 477 U.S. at 323. If the movant bears the burden of proof on a claim or defense for which it is moving for summary judgment, it must come forward with evidence that establishes “beyond peradventure all of the essential elements of the claim or defense.” Fontenot v. Upjohn Co., 780 F.2d 1190, 1194 (5th Cir. 1986). Where the nonmovant bears the burden of proof, the movant may discharge the burden by showing that there is an absence of evidence to support the nonmovant's case. Celotex, 477 U.S. at 325; Byers v. Dall. Morning News, Inc., 209 F.3d 419, 424 (5th Cir. 2000). Once the movant has carried its burden, the nonmovant must “respond to the motion for summary judgment by setting forth particular facts indicating there is a genuine issue for trial.” Byers, 209 F.3d at 424 (citing Anderson, 477 U.S. at 248-49). A nonmovant must present affirmative evidence to defeat a properly supported motion for summary judgment. Anderson, 477 U.S. at 257. Mere denials of material facts, unsworn allegations, or arguments and assertions in briefs or legal memoranda will not suffice to carry this burden. Rather, the Court requires ‘“significant probative evidence'” from the nonmovant to dismiss a request for summary judgment. In re Mun. Bond Reporting Antitrust Litig., 672 F.2d 436, 440 (5th Cir. 1982) (quoting Ferguson v. Nat'l Broad. Co., 584 F.2d 111, 114 (5th Cir. 1978)). The Court must consider all of the evidence but “refrain from making any credibility determinations or weighing the evidence.” Turner v. Baylor Richardson Med. Ctr., 476 F.3d 337, 343 (5th Cir. 2007).


         Defendants move for summary judgment, arguing a lack of genuine issues of material fact concerning: (1) whether Defendants as a whole committed fraud by acquiring Tech Pharmacy's confidential information in violation of an NDA; (2) whether the Fillmore Defendants are liable for fraud, misappropriation of trade secrets, and breach of contract; (3) whether Tech Pharmacy can rely on equitable estoppel as an affirmative defense. The Court will address each of these arguments separately.

         Fraud Against Defendants

         Defendants contend Tech Pharmacy cannot sustain a fraud claim since the undisputed evidence shows it was not actually deceived. Defendants assert that Tech Pharmacy knew GLC was considering forming its own pharmacy and exploring other business ventures besides its relationship with Tech Pharmacy. Because Tech Pharmacy was aware of these facts, Defendants assert that they did not make any false misrepresentations that Tech Pharmacy acted upon, relied upon, and was subsequently injured by.

         Tech Pharmacy's fraud claim involves whether Defendants fraudulently induced Tech Pharmacy to enter into the 2009 NDA. Tech Pharmacy contends Defendants misrepresented that they would not use Tech Pharmacy's confidential information accessed under the 2009 NDA to start their own pharmacy. To succeed in its fraud claim, Tech Pharmacy must show (1) Defendants made material misrepresentation; (2) such misrepresentation was made falsely or recklessly without any knowledge of its truth; (3) Defendants intended Tech Pharmacy to act upon the misrepresentation; (4) Tech Pharmacy acted in reliance on the misrepresentation; and (5) suffered injury. Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 337 (Tex. 2011) (citation omitted). A representation is material if “a reasonable person would attach importance to [it] and would be induced to act on the information in determining his choice of actions in the transaction in question.” Id. (quoting Smith v. KNC Optical, Inc., ...

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