Opinion
No. CV0 6-5006235 S
December 5, 2007
MEMORANDUM OF DECISION MOTION TO DISMISS (#117)
On September 15, 2006, the plaintiffs, Elecor, LLC, (Elecor) and Tracy Forlini, filed a five-count complaint against the defendants, Scott King, Steven King, and King Electrical Contractors, LLC. The action arises out of damages allegedly sustained by the plaintiffs as a result of the individual defendants' alleged breach of their fiduciary duty to Elecor. The plaintiffs claim that the defendants reneged on an agreement to assign all patents to them and engaged in exclusive and unauthorized use of items and plans that the parties were to share in a joint business venture.
Count one of the complaint alleges trade secret act violations due to the defendants' use of inventory fraudulently taken from Elecor and their unauthorized use of Elecor client lists, inventory lists, pricing manuals and an Elecor distribution center. Count two alleges statutory theft due to the defendants' taking of property from Elecor without compensation. Count three alleges that the individual defendants, through their actions, breached their fiduciary responsibilities to Elecor. Counts four and five allege conversion and unfair trade practices, respectively, as to the defendants' assignments of patents to King Electrical Contractors, rather than to Elecor, contrary to the parties' alleged agreement.
On November 20, 2007, prior to the start of evidence, the defendants filed a motion to dismiss on the grounds that Elecor has been dissolved and no longer has standing, Forlini does not have standing because her only interest in the dispute is related to her ownership in the dissolved LLC, and that the gravamen of the complaint is preempted by federal law, and therefore within the exclusive jurisdiction of the federal courts. The motion was argued on November 20, 2007. On November 29, 2007, the plaintiffs filed a memorandum of law in opposition to the motion. On November 30, 2007, the defendants filed a supplemental memorandum in support of motion to dismiss.
DISCUSSION
"A motion to dismiss . . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court." (Internal quotation marks omitted.) Cox v. Aiken, 278 Conn. 204, 210-11, 897 A.2d 71 (2006). "The grounds which may be asserted in [a motion to dismiss] are: (1) lack of jurisdiction over the subject matter . . ." Zizka v. Water Pollution Control Authority, 195 Conn. 682, 687, 490 A.2d 509 (1985), citing Practice Book § 10-31. "[T]he plaintiff bears the burden of proving subject matter jurisdiction, whenever and however raised." (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. New London, 265 Conn. 423, 430 n. 12, 829 A.2d 801 (2003). "It is well established that, in determining whether a court has subject matter jurisdiction, every presumption favoring jurisdiction should be indulged." (Citation omitted; internal quotation marks omitted.) New England Pipe Corp. v. Northeast Corridor Foundation, 271 Conn. 329, 335, 857 A.2d 348 (2004).
A. Standing
"The proper procedural vehicle for disputing a party's standing is a motion to dismiss." (Internal quotation marks omitted.) D'Eramo v. Smith, 273 Conn. 610, 615 n. 6, 872 A.2d 408 (2005). "If a party is found to lack standing, the court is without subject matter jurisdiction to determine the cause . . ." Fort Trumbull Conservancy, LLC v. New London, 282 Conn. 791, 802, 925 A.2d 292 (2007).
"[Standing] is a practical concept designed to ensure that courts and parties are not vexed by suits brought to vindicate nonjusticiable interests and that judicial decisions which may affect the rights of others are forged in hot controversy, with each view fairly and vigorously represented . . . These two objectives are ordinarily held to have been met when a complainant makes a colorable claim of direct injury he has suffered or is likely to suffer, in an individual or representative capacity. Such a personal stake in the outcome of the controversy . . . provides the requisite assurance of concrete adverseness and diligent advocacy . . . The requirement of directness between the injuries claimed by the plaintiff and the conduct of the defendant also is expressed, in our standing jurisprudence, by the focus on whether the plaintiff is the proper party to assert the claim at issue . . . Two broad yet distinct categories of aggrievement exist, classical and statutory . . . Classical aggrievement requires a two part showing. First, a party must demonstrate a specific, personal and legal interest in the subject matter of the [controversy], as opposed to a general interest that all members of the community share . . . Second, the party must also show that the [alleged conduct] has specially and injuriously affected that specific personal or legal interest . . . Statutory aggrievement exists by legislative fiat, not by judicial analysis of the particular facts of the ease. In other words, in cases of statutory aggrievement, particular legislation grants standing to those who claim injury to an interest protected by that legislation." (Internal quotation marks omitted.) Id., 802-03. "[W]here a statute . . . sets prerequisites to suit by a particular plaintiff, a plaintiff not meeting the statutory criteria lacks standing and the court is said to lack jurisdiction over the case." (Internal quotation marks omitted.) Gill v. Diorio, 51 Conn.App. 140, 145, 720 A.2d 526 (1998).
The defendants contend that because Elecor, a limited liability company, dissolved after commencing suit against them, Elecor is unable to prosecute this suit. Not only do the defendants fail to cite any authority for this proposition, but what little law exists on the topic favors Elecor.
Pursuant to General Statutes § 34-208(b), "[t]he persons winding up the business and affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company: (1) Prosecute and defend suits . . ." Additionally, in JM Avalon Investments, LLC v. Nischan, Superior Court, judicial district of Bridgeport, Docket No. CV 96 0330010 (March 7, 1997, Skolnick, J.) (19 Conn. L. Rptr. 280), the defendants asserted that because one of the LLC members had resigned from the LLC prior to the filing of the lawsuit at issue, the LLC had dissolved by operation of law, leaving the LLC without standing to sue. Citing General Statutes § 34-208, the court determined that the LLC had standing to bring suit. Id., 281; cf. General Statutes § 33-884(b)(5) ("Dissolution of a corporation does not . . . prevent commencement of a proceeding by or against the corporation in its corporate name . . ."); Montanaro Bros. Builders, Inc. v. Rosen, Superior Court, judicial district of Ansonia-Milford, Docket No. CV 97 0058970 (October 21, 1997, Flynn, J.) (finding that pursuant to General Statutes § 33-884(b)(5), the plaintiff corporation had standing to sue the defendant although the corporation had dissolved).
This court finds that the plaintiff, Elecor, has standing to prosecute this action against the defendants.
The defendants further posit that plaintiff Tracy Forlini, an alleged member of Elecor, lacks standing because her claims relate solely to her alleged ownership interest in Elecor. The plaintiffs counter that the allegations of fraud, breach of fiduciary duty and diminution of value based on the defendants' misuse of Elecor property establish that Forlini was personally aggrieved.
Several statutes lend support to the defendants' position. General Statutes § 34-134 provides that "[a] member or manager of a limited liability company is not a proper party to a proceeding by or against a limited liability company solely by reason of being a member or manager of the limited liability company, except where the object of the proceeding is to enforce a member's or manager's right against or liability to the limited liability company or as otherwise provided in an operating agreement." See also Maile v. Webster Bank, Superior Court, judicial district of New Britain, Docket No. CV 04 0527763 (February 10, 2005, Burke, J.) (granting a motion to dismiss because "the limited liability company is the proper party to bring suit since it suffered the alleged harm," but suit was filed by the plaintiff individually); Crozier v. Gattoni, Superior Court, judicial district of Waterbury, Docket No. 970142985 (October 6, 2000, Doherty, J.) [28 Conn. L. Rptr. 320] ("The plaintiff is not a party authorized by statute to maintain an action on behalf of a limited liability company because the plaintiff has brought this cause of action in his own name rather than in the names of the limited liability companies with whom the defendant contracted"). Accordingly, Forlini's status as a member of the LLC does not by itself confer standing to sue the defendants.
Moreover, General Statutes § 34-167(a) provides in relevant part: "Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually. A member has no interest in specific limited liability company property." Indeed, the plaintiffs readily admit to Elecor's ownership of the property at issue in the complaint, arguing that "Forlini has been personally harmed by the Defendants' actions in that the Defendants took property rightfully belonging to Elecor . . ." Because Forlini cannot establish a "specific, personal and legal interest" in the property at issue, she cannot satisfy the first prong of the test for classical aggrievement outlined in Fort Trumbull Conservancy, LLC v. New London, supra, 282 Conn. 803.
Recently, in Zipp v. Florian, Superior Court, judicial district of New Britain, Docket No. CVN 0310 1980 (November 13, 2006, Bentivegna, J.), a case involving claims of negligence and breach of contract stemming from a fire at a leased property, the court examined General Statutes § 34-134 and § 34-167(a) and similarly determined that the plaintiff was not aggrieved. The Zipp court said the following: "[T]he limited liability company was the proper party to bring suit because it suffered the actual harm. When the suit was filed by Zipp, he was not the proper party to bring suit because he had previously transferred his ownership interest to the limited liability corporation. Zipp is not a proper party to bring a lawsuit solely by reason of being a member/manager of the limited liability company. See General Statutes § 34-134. The plaintiff has not satisfied the statutory criteria for standing." Id.
The Zipp court also assessed whether Zipp could establish standing by showing that he was classically aggrieved. Id. It noted that "[i]n this case, when the fire occurred, the plaintiff no longer had an ownership interest in the property. General Statute § 34-167(a) provides in relevant part: `Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually. A member has no interest in specific limited liability company property.' When Zipp transferred his ownership interest to the limited liability corporation, he gained the protections afforded to a member/manager of a limited liability corporation. The specific, personal and legal interest relating to the damages caused by the fire belongs solely to Zipp, LLC, which was the record owner of the premises when the fire occurred. The plaintiff has not made a sufficient showing that he, as an individual, has a specific, personal and legal interest. The plaintiff, therefore, has failed to satisfy the first prong of the test for establishing whether standing exists by showing that he is classically aggrieved." Id. Accordingly, the court determined that it lacked subject matter jurisdiction because "[t]he plaintiff does not have standing to sue because he is not authorized by statute to bring suit and is not classically aggrieved." Id.
Even more recent is the case of Wilcox v. Webster, Inc., Superior Court, Judicial District of New Haven at New Haven, Docket No. CV07-50 10093S (October 25, 2007, Zoarski, J.), arising out of the July 29, 2005 Avon Mountain tragedy. In Wilcox, the plaintiffs, both owners and members of American Crushing and Recycling, LLC. brought suit against the alleged liability insurer for the LLC. The court granted the Motion to Dismiss of the defendant insurer, on the basis that the plaintiffs lacked standing:
Like the plaintiff in Maile the plaintiffs in the present case are not the proper parties to assert the claim at issue. American Crushing is the only entity with a colorable claim of direct injury. Any alleged injuries that the plaintiffs have suffered or are likely to suffer, in relation to the accident of American Crushing's dump truck and the absence of insurance coverage, arise solely out of their status as members of the limited liability company. [A] suit to recover damages to [a limited liability company] must be brought in that [limited liability company's name . . . The plaintiffs are not parties authorized by the Connecticut Limited Liability Company Act to maintain an action on behalf of American Crushing (citation omitted). (Internal quotation marks omitted.)
The defendants do not allude to General Statutes § 34-134 or § 34-167(a) in their brief, relying instead on Connecticut Supreme Court cases involving corporations rather than LLCs. Nevertheless, Smith v. Snyder, 267 Conn. 456, 839 A.2d 589 (2004) is relevant here as it shares many similarities with the current case. Specifically, the plaintiff shareholders in Smith alleged that a corporate director and officer breached his fiduciary duty by engaging in behavior designed to destroy or devalue the corporation, that other defendants conspired with the director, and that the defendants misappropriated corporate property in violation of CUTPA. Id., 458-59.
In analyzing whether the individual plaintiffs had standing to sue, the Smith court stated: "`[I]n order for a shareholder to bring a direct or personal action against the corporation or other shareholders, that shareholder must show an injury that is separate and distinct from that suffered by any other shareholder or by the corporation.' It is commonly understood that `[a] shareholder even the sole shareholder does not have standing to assert claims alleging wrongs to the corporation.' We conclude, therefore, that [the plaintiff shareholders] lacked standing to bring this action in their individual capacities because the allegations in the plaintiffs' complaint, if true, demonstrate that [the corporation] was harmed, but that no specific shareholder sustained an injury separate and distinct from that suffered by any other shareholder or by the corporation. Accordingly, the individual claims of [the plaintiff shareholders] must be dismissed." (Citations omitted; internal quotation marks omitted.) Id., 461-62. Accordingly, Smith echoes the sentiments expressed in Zipp, further bolstering the defendants' position.
The plaintiffs do not acknowledge Smith v. Snyder or the statute governing LLC property in their brief. They instead cite Yanow v. Teal Industries, Inc., 178 Conn. 262, 281-82, 422 A.2d 311 (1979), an earlier corporations case, for the proposition that "if the injury is one to the plaintiff as a stockholder, and to him individually, and not to the corporation, as where an alleged fraud perpetrated by the corporation has affected the plaintiff directly, the cause of action is personal and individual." That case does not help the plaintiffs. As explained earlier, Forlini alleges injuries stemming from loss or misuse of Elecor property, not her own, and such injuries are not separate and distinct from Elecor's injuries.
In light of the foregoing, the plaintiff Tracy Forlini lacks standing. As such, the defendants' Motion to Dismiss as to the plaintiff Tracy Forlini is granted.
B. Preemption
In their motion to dismiss, the defendants assert that "the gravamen of the plaintiff's complaint is within the exclusive jurisdiction of the Federal District Courts." "The question of preemption is one of federal law, arising under the supremacy clause of the United States constitution . . . Determining whether Congress has exercised its power to preempt state law is a question of legislative intent." (Internal quotation marks omitted.) Barbieri v. United Technologies Corp., 255 Conn. 708, 717, 771 A.2d 915 (2001).
The federal statute controlling the issue at hand is 28 U.S.C. § 1338, which provides in relevant part: "(a) The district courts shall have original jurisdiction of any civil action arising under any Act of Congress relating to patents . . . Such jurisdiction shall be exclusive of the courts of the states in patent . . . cases. (b) The district courts shall have original jurisdiction of any civil action asserting a claim of unfair competition when joined with a substantial and related claim under the . . . patent . . . laws."
"In interpreting § 1338's precursor, we held long ago that in order to demonstrate that a case is one arising under federal patent law the plaintiff must set up some right, title or interest under the patent laws, or at least make it appear that some right or privilege will be defeated by one construction, or sustained by the opposite construction of these laws." (Internal quotation marks omitted.) Christianson v. Colt Industries Operating Corp., 486 U.S. 800, 807-08, 108 S.Ct. 2166, 100 L.Ed.2d 811 (1988). Federal jurisdiction extends "only to those cases in which a well-pleaded complaint establishes either that federal patent law creates the cause of action or that the plaintiff's right to relief necessarily depends on resolution of a substantial question of federal patent law, in that patent law is a necessary element of one of the well-pleaded claims." Id., 809. "Under the well-pleaded complaint rule . . . whether a claim arises under patent law must be determined from what necessarily appears in the plaintiff's statement of his own claim in the bill or declaration . . . If on the face of a well-pleaded complaint there are . . . reasons completely unrelated to the provisions and purposes of [the patent laws] why the [plaintiff] may or may not be entitled to the relief it seeks . . . then the claim does not arise under those laws." (Citations omitted; internal quotation marks omitted.) Id., 809-10.
Connecticut courts are clear on what does not constitute an action `arising under any Act of Congress relating to patents.' "The Connecticut courts have determined that [c]ourts of a state may try questions of title, and may construe and enforce contracts relating to patents. Fletcher-Terry Co. v. Grzeika, 1 Conn.App. 422, 427, 473 A.2d 1227 (1984) quoting New Marshall Engine Co. v. Marshall Engine Co., 223 U.S. 473, 478, 32 S.Ct. 238, 56 L.Ed.2d 513 (1912). Moreover, [i]t is well settled that an action based on a contract, which involves underlying patent rights, does not arise under the patent law. Heath v. Micropatent, [Superior Court, judicial district at New Haven, Docket No. CV 97 0401481 (December 10, 1997, Fracasse, J.) (21 Conn. L. Rptr. 146)], quoting Rust Evader v. Cowatch, 842 F.Sup. 171, 173 (W.D.Pa. 1993). Further, in Transparent Ruler Co. v. C-Thru Ruler Co., 129 Conn. 369, 28 A.2d 232 (1942), the court held that the state courts retained subject matter jurisdiction of a case involving patent issues where [n]either the validity nor infringement of . . . [the] patent was in issue." Id., 373. Thus, in Novametrix Medical Systems, Inc. v. BOC Group, Inc., 224 Conn. 210, 618 A.2d 25 (1992), the court entertained a claim for the return of a non-refundable payment made pursuant to a patent licensing agreement . . . State courts may, therefore, legally entertain cases in which patents are present, but not the determinative issue in the case. (Citation omitted; internal quotation marks omitted.) Jancar v. Jeneric/Pentron Corp., Superior Court, judicial district of New Haven, Docket No. CV 99 0421535 (July 19, 1999, Jones, J.). "The Federal courts have exclusive jurisdiction of all cases arising under the patent laws, but not of all questions in which a patent may be the subject-matter of the controversy." (Internal quotation marks omitted.) Plastic Metal Fabricators, Inc. v. Roy, 163 Conn. 257, 267, 303 A.2d 725 (1972).
Federal courts are in agreement with Connecticut courts about when federal preemption is not required in cases touching upon patents. "Federal preemption of causes arising under the Patent Act does not include matters of ownership or license . . . [T]his court held that although an assignment and royalty agreement concerned patent property, that did not remove from the state courts the various disputes concerning property rights. Similarly . . . the Ninth Circuit held that an alleged deprivation of patent ownership through various unlawful or unfair actions was not a claim under federal law . . ." (Citations omitted.) Xechem International, Inc. v. University of Texas M.D. Anderson Cancer Center, 382 F.3d 1324, 1332 (Fed. Cir. 2004), cert. denied, 543 U.S. 1149, 125 S.Ct. 1314, 161 L.Ed.2d 111, 73 U.S.L.W. 3494 (2005). "[The court has] consistently held for over 130 years that contract disputes involving patents do not arise under any Act of Congress relating to patents . . . A contract case does not become a federal question simply because a patent is involved . . . Moreover, an action removed to federal court is properly dismissed for lack of subject matter jurisdiction when the case is essentially a patent-related contract dispute . . ." (Citations omitted; internal quotation marks omitted.) Therien v. Trustees of The University of Pennsylvania, United States District Court, Docket No. 04 4786 (E.D.Pa. January 10, 2006).
In the present case, in count four of their complaint, the plaintiffs claim that all of the parties agreed "that any devices developed by Elecor would have patents applied for in the name of an individual under applicable patent law and assigned to Elecor." In their memorandum in support of their motion to dismiss, the defendants counter by arguing that the plaintiffs do not "claim a valid assignment of the patent." Nevertheless, the plaintiffs assert that the defendants "had a duty to execute an assignment of the patent applications and patents over to Elecor" since Elecor provided funding for the development of the devices. The plaintiffs allege that the defendants, instead, "made the applications in their names only and did not assign the patent applications and patents to Elecor."
The key question in regard to the defendants' federal preemption claim is whether Elecor is claiming inventorship of the patents, or ownership rights to the patents via a contracted assignment. "Priority or first inventorship, thus pertaining to who is the inventor, is a matter to be decided by the Patent and Trademark Office . . . A suit for unlawful or fraudulent misappropriation of an invention by making a patent application should, however, be brought in state court." (Citation omitted.) Fletcher-Terry Co. v. Grzeika, supra, 1 Conn.App. 429 n. 7. "If a party contractually transfers his ownership interest in a United States patent, the question of whether a patent is valid and infringed is one for federal courts, while the question of who owns the patent rights and on what terms is a question exclusively for state courts." (Internal quotation marks omitted.) International Nutrition Co. v. Horphag Research Ltd., 2000 United States District Court, Docket No. 3:96CV386(DJS) (D.Conn. March 18, 2000), aff'd, 257 F.3d 1324 (Fed. Cir. 2001). "[N]othing in [ 28 U.S.C. § 1338] confers federal jurisdiction over mere private contract disputes . . . That the involved contracts may or may not constitute agreements to assign future patent applications does not convert a contract dispute cognizable in state courts to a federal question appropriate for determination in a federal court." Beghin-Say International, Inc. v. Ole-Bendt Rasmussen, 733 F.2d 1568, 1571 (Fed. Cir. 1984). "It is well settled that if the patentee pleads a cause of action based on rights created by a contract, or on the common law of torts, the case is not one arising under the patent laws. See, e.g., New Marshall Engine Co. v. Marshall Engine Co., 223 U.S. 473, 32 S.Ct. 238, 56 L.Ed. 513 (1912) (state court has jurisdiction of suit for specific performance of contract to assign patent) . . . Becher v. Contoure Labs., Inc., 279 U.S. 388, 49 S.Ct. 356, 73 L.Ed. 752 (1929) (explaining why state court has jurisdiction over bill to compel assignment of a patent tortiously secured by patentee)." (Citation omitted; internal quotation marks omitted.) Jim Arnold Corp. v. Hydrotech Systems, Inc., 109 F.3d 1567, 1572 (Fed. Cir. 1997).
At oral argument, the defendants asserted that if the plaintiffs, in their complaint, were raising "the specter of the [patent] application being made in an incorrect name . . . they raise the issue of inventorship." The plaintiffs countered by arguing "the complaint very carefully says . . . there was supposed to be, under an agreement . . . the named inventors, Mr. King and his brother . . . were to assign rights in the patent application they were making." The case is about the defendants "deliberately [assigning] the applications and patents to King Electric" rather than to Elecor. The plaintiffs went on to claim, "this is not about the validity of a patent . . . this is about where the patent owners, the defendants, assigned them. And that is a contract issue, which is not preempted by federal law." Clearly, the plaintiffs here are not disputing inventorship of the patents. Instead, the claim is that the parties agreed that the individual defendants would assume the role of inventorship by applying for the patents. The dispute relates to the subsequent assignment and right to use the patents. "The courts of this state have determined that an agreement to assign an invention and patent rights is a proper subject for specific performance . . . It is recognized, therefore, that the enforcement of an invention assignment contract is properly within the jurisdiction of the Superior Court." (Citations omitted.) Fletcher-Terry Co. v. Grzeika, supra, 1 Conn.App. 428.
In their memorandum in support of their motion to dismiss, the defendants argue the case at hand is similar to Roach v. Crouch, 524 N.W.2d 400 (Iowa 1994). It is submitted that what transpired in that case is not analogous to the present fact pattern. In Roach, the corporation that the plaintiff, Maurice Roach, formerly worked for, applied for a patent that improved upon one of Roach's earlier patents. During the application process, the corporation designated both Roach and Brian Crouch, an employee of theirs, as co-inventors. Roach refused to sign the application but the patent was still approved. Roach subsequently sued Crouch on the basis that he should named as the sole inventor. The court held that the matter belonged in federal court. The case now before the court, however, unlike Roach, does not involve "a cause of action for determination of inventorship and the correction of the named inventor in a patent." Id., 403.
Instead, the present case is similar to Plastic Metal Fabricators, Inc. v. Roy, supra. In that case "the court noted that [t]rade secret law, a part of that branch of law known as unfair competition, is governed by the state substantive law . . . A suit for wrongful disregard of a confidential relationship is a matter independent of the patent laws. (Citations omitted.) . . . In that case, the plaintiff had developed a process to remove metal contaminants from waste water, and hired the defendant as a consultant on this and other pollution matters. The plaintiff informed the defendant of various trade secrets, including its process, and stressed that they were to be kept in confidence. After working with the plaintiff for some time, the defendant proceeded to file an application for a patent on the process, claiming it as his own. The plaintiff filed a claim against the defendant based on misappropriation of trade secrets, and on appeal, the Connecticut Supreme Court affirmed the lower court's issuance of an injunction, noting that the trial court's determination that the plaintiff's . . . process is a trade secret which it is entitled to have protected was supported by the court's findings." (Citation omitted; internal quotation marks omitted). Jancar v. Jeneric/Pentron Corp., supra. Similarly, the present dispute is not centered on a question of federal patent law and is properly before a Connecticut court.
In count five of their complaint, the plaintiffs claim that the defendants breached their fiduciary responsibilities by assigning the patents to their own company, King Electrical Contractors, LLC, rather than to Elecor. A federal Circuit Court held "that claims of misappropriation of proprietary information, breach of fiduciary duty, and breach of contract did not present a substantial question of patent law where a company sued its former employees and their new company after those employees allegedly divulged proprietary information that was later included in a patent . . . [T]he mere presence of the patent does not create a substantial issue of patent law." (Citation omitted.) Uroplasty, Inc. v. Advanced Uroscience, Inc., 239 F.3d 1277, 1279-80 (Fed. Cir. 2001).
For the foregoing reasons, this court has proper subject matter jurisdiction over these contractual disputes related to the assignment of patents. The defendants' Motion to Dismiss, based on preemption grounds, is denied.
CONCLUSION
The defendants' Motion to Dismiss with respect to plaintiff Tracy Forlini is granted. The defendants' Motion to Dismiss with respect to Elecor, on the basis of standing and preemption, is denied.