United Healthcare Services, Inc. v. Cephalon, Inc. et al

MOTION to Dismiss for Lack of Jurisdiction

E.D. Pa.April 14, 2017

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA United Healthcare Services, Inc., Plaintiff, v. Cephalon, Inc., Barr Pharmaceuticals, Inc., Mylan Laboratories, Inc., Sun Pharmaceutical Industries, Ltd. (f/k/a Ranbaxy Laboratories, Ltd.), Ranbaxy Pharmaceuticals, Inc., Teva Pharmaceutical Industries, Ltd., and Teva Pharmaceuticals USA, Inc., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Civil No. 2:17-cv-00555-MSG [PROPOSED] ORDER GRANTING SUN PHARMACEUTICAL INDUSTRIES, LTD.’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND NOW, this _____ day of ______________, 2017, upon considering Defendant Sun Pharmaceuticals Industries, Ltd.’s Motion to Dismiss for Lack of Personal Jurisdiction, dated April 14, 2017, it is ORDERED that the motion is GRANTED. SO ORDERED this the _______ day of _____________________, 2017. BY THE COURT: The Honorable Mitchell S. Goldberg United States District Judge Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 1 of 10 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA United Healthcare Services, Inc., Plaintiff, v. Cephalon, Inc., Barr Pharmaceuticals, Inc., Mylan Laboratories, Inc., Sun Pharmaceutical Industries, Ltd. (f/k/a Ranbaxy Laboratories, Ltd.), Ranbaxy Pharmaceuticals, Inc., Teva Pharmaceutical Industries, Ltd., and Teva Pharmaceuticals USA, Inc., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Civil No. 2:17-cv-00555-MSG DEFENDANT SUN PHARMACEUTICAL INDUSTRIES, LTD.’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION Defendant Sun Pharmaceutical Industries, Ltd., through its attorneys and pursuant to Fed. R. Civ. P. 12(b)(2), moves to dismiss this case for lack of personal jurisdiction. The grounds for this motion are set forth in the accompanying Memorandum of Law In Support of Sun Pharmaceutical Industries, Ltd.’s Motion to Dismiss for Lack of Personal Jurisdiction. Dated: April 14, 2017 Respectfully submitted, /s/ Neill C. Kling Neill C. Kling (53261) Brett A. Kratz (309620) HARKINS CUNNINGHAM LLP 4000 Two Commerce Square 2001 Market Street Philadelphia, PA 19103 215-851-6709 nkling@harkinscunningham.com bkratz@harkinscunningham.com Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 2 of 10 2 J. Douglas Baldridge (pro hac vice forthcoming) Lisa Jose Fales (pro hac vice forthcoming) Danielle R. Foley (pro hac vice forthcoming) Vincent E. Verrocchio (pro hac vice forthcoming) VENABLE LLP 600 Massachusetts Avenue, NW Washington, DC 20001 202-344-4000 jdbaldridge@venable.com; ljfales@venable.com; drfoley@venable.com; veverrocchio@venable.com Counsel for Sun Pharmaceutical Industries, Ltd. Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 3 of 10 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA United Healthcare Services, Inc., Plaintiff, v. Cephalon, Inc., Barr Pharmaceuticals, Inc., Mylan Laboratories, Inc., Sun Pharmaceutical Industries, Ltd. (f/k/a Ranbaxy Laboratories, Ltd.), Ranbaxy Pharmaceuticals, Inc., Teva Pharmaceutical Industries, Ltd., and Teva Pharmaceuticals USA, Inc., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Civil No. 2:17-cv-00555-MSG MEMORANDUM IN SUPPORT OF DEFENDANT SUN PHARMACEUTICAL INDUSTRIES, LTD’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION. Defendant Sun Pharmaceutical Industries, Ltd. (“Sun”), through its attorneys and pursuant to Fed. R. Civ. P. 12(b)(2), submits this Memorandum in Support of its Motion to Dismiss the Amended Complaint filed by the plaintiff, United Healthcare Services, Inc. (“UHS”). I. INTRODUCTION UHS purports to bring claims against Sun, based on settlement of Cephalon, Inc.’s (“Cephalon”) patent infringement claims against Ranbaxy (an entity now owned by Sun), regarding Ranbaxy’s generic version of Provigil® – a product Ranbaxy never sold. Sun should be dismissed from this action because it is not subject to this Court’s jurisdiction. UHS does not – and cannot – allege that Sun has the sufficient minimum contacts with Pennsylvania necessary for the Court to exercise general jurisdiction. Nor does specific jurisdiction exist over Sun Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 4 of 10 2 because none of the events underlying UHS’ purported claims arise out of any action Sun has directed at Pennsylvania. II. LEGAL ARGUMENT Sun Is Not Subject To Personal Jurisdiction in Pennsylvania. The burden to prove facts supporting personal jurisdiction falls squarely on UHS. O’Connor v. Sandy Lane Hotel Co., Ltd., 496 F.3d 312, 316 (3d Cir. 2007). To carry its jurisdictional burden, UHS must, at a minimum, allege facts sufficient to support a reasonable inference that a finding of personal jurisdiction in this matter would satisfy both Pennsylvania’s long arm statute and the due process clause of the Constitution.1 See Pennzoil Prod. Co. v. Colelli & Assocs., Inc., 149 F. 3d 197, 200 (3d Cir. 1998). UHS can meet its due process burden by “establishing either that the cause of action arose from [Sun]’s forum related activities (specific jurisdiction) or that [Sun] has ‘continuous and systematic’ contacts with the forum state (general jurisdiction).” Mellon Bank (E.) PSFS, N.A., v. DiVeronica Bros., 983 F.2d 551, 554 (3d Cir. 1993) (quoting Bane v. Netlink, Inc., 925 F.2d 637, 639 (3d Cir.1991)). To survive a motion to dismiss, UHS must “establish[] with reasonable particularity sufficient contacts” between Sun and Pennsylvania. Mellon Bank (E.) PSFS, Nat. Ass’n v. Farino, 960 F.2d 1217, 1223 (3d Cir. 1992) (quoting Provident Nat. Bank v. California Fed. Sav. & Loan Assoc., 819 F.2d 434 (3d Cir. 1987)). UHS cannot do so here. 1 Pennsylvania’s Long Arm Statute permits a court to exercise personal jurisdiction over a nonresident defendant “to the fullest extent allowed under the Constitution of the United States….” 42 Pa. Stat. and Cons. Stat. Ann. § 5322(b). Thus, the sole inquiry into jurisdiction over a non- resident is the analysis of the constitutional due process requirements. See Mellon Bank (E.) PSFS, Nat. Ass’n v. Farino., 960 F.2d 1217, 1221 (3d Cir. 1993). Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 5 of 10 3 A. There is no general jurisdiction over Sun. UHS fails to satisfy the standards for general jurisdiction set by both the Third Circuit and the Supreme Court. “General jurisdiction depends on a defendant having maintained ‘continuous and systematic contacts’ with the forum state.” Aardvark Event Logistics, Inc. v. Bobcar Media LLC, et al., Civ. Action No. 16-5873, 2017 U.S. Dist. LEXIS 1281, at *8 (E.D. Pa. Jan. 5, 2017) (quoting D’Jamoos ex rel. Estate of Weingeroff v. Pilatus Aircraft Ltd., 566 F.3d 94, 107 (3d Cir. 2009)). “Proof of such contact requires a showing of ‘extensive and pervasive’ activity in the forum state.” Id. (citing Reliance Steel Prods. Co. v. Watson, Ess, Marshall, & Engass, 675 F.2d 587, 589 (3d Cir. 1982)). In fact, the contacts must be “so continuous and systematic as to render [the defendant] essentially at home in the forum State.” Daimler AG v. Bauman, 134 S. Ct. 746, 761 (2014) (internal quotation marks omitted); Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846, 2853-54 (2011) (“[T]he paradigm forum for the exercise of general jurisdiction is the individual’s domicile; for a corporation, it is an equivalent place, one in which the corporation is fairly regarded as at home.”) “Being ‘essentially at home’ in a place is a very high bar, almost never found for corporations where they are neither incorporated nor headquartered.” In re Aggrenox Antitrust Litig., No. 3:14-md-2516, 2015 WL 1311352, at *25 (D. Conn. Mar. 23, 2015) (granting motion to dismiss Teva Israel from Aggrenox Hatch-Waxman litigation); see also Daimler AG, 134 S. Ct. at 751 (holding that “Daimler is not ‘at home’ in California, and cannot be sued there for injuries plaintiffs attribute to MB Argentina’s conduct in Argentina”); Goodyear, 131 S. Ct. at 2855-57 (holding that foreign corporation’s “attenuated connections” to the state fell short of the necessary contacts to entertain suit against them on claims unrelated to their connections with the state). Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 6 of 10 4 UHS does not allege that Sun has any contacts which would make it “essentially at home” in Pennsylvania. In fact, the allegations of the Amended Complaint are directly contrary to a finding that Sun has any such contacts. As UHS alleges, Sun was organized and exists under the laws of India – not Pennsylvania. Am. Compl. ¶ 19. Similarly, UHS alleges that Sun’s principal place of business is in India – not Pennsylvania. Id. In fact, the Amended Complaint does not contain a single allegation that even suggests that Sun has any contact with this forum. The only remaining allegations pertaining to Sun relate to Sun’s merger with another Indian company, Ranbaxy Laboratories, Ltd. Again, the activity alleged – a merger of two overseas companies – does not identify any connection between Sun and Pennsylvania. In short, none of UHS’s allegations against Sun suggest that Sun has engaged in extensive and pervasive activity in Pennsylvania. Nor do the allegations establish that Sun has “continuous and systematic contacts” necessary for the exercise of general jurisdiction in Pennsylvania. B. There is no specific jurisdiction over Sun. “In the absence of ‘continuous and systematic’ contacts, a plaintiff may rely on ‘specific jurisdiction’ where the cause of action is related to or arises out of the defendant’s contacts with the forum.” Aardvark, 2017 U.S. Dist. LEXIS 1281, at *8 (citing IMO Indus., Inc. v. Kiekert AG, 155 F.3d 254, 259 (3d Cir. 1998)). Determination of specific jurisdiction involves a three-part inquiry. First, the plaintiff must demonstrate that the defendant has “constitutionally sufficient ‘minimum contacts’ with the forum.” Id. Second, the underlying claim must directly arise out of, or relate to, the defendant’s forum-state activities. Id. at 8-9 (quoting Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984). Third, the exercise of jurisdiction must comport with the principles of “fair play and substantial justice.” Id. at *9 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985)). Courts need not address the element of fair play and Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 7 of 10 5 substantial justice unless the plaintiff has already met its burden on the first two criteria for specific jurisdiction. The allegations of UHS’s Amended Complaint do not satisfy the standards for specific jurisdiction. Nothing in UHS’s Amended Complaint even remotely suggests that Sun has any contacts with Pennsylvania or has engaged in any activities in Pennsylvania – much less activities that gave rise to UHS’s claims. Again, the only allegations of any activity by Sun relate to Sun’s connections to the Republic of India and its merger with another Indian company. Am. Compl. ¶ 19. These allegations are clearly insufficient to demonstrate that Sun directed any activity toward Pennsylvania or that UHS’s claims arose from any activity by Sun. Because UHS failed to identify the requisite minimum contacts and to demonstrate that its claims arose from any forum related activity by Sun, the Court need not consider the reasonableness prong in finding that specific jurisdiction is lacking as to Sun. See Aardvark, 2017 U.S. Dist. LEXIS 1281, at *9. III. CONCLUSION For the foregoing reasons, Sun Pharmaceutical Industries, Ltd. prays that the Court grant its Motion to Dismiss and dismiss Plaintiff’s claims against it with prejudice. Dated: April 14, 2017 Respectfully submitted, /s/ Neill C. Kling Neill C. Kling (53261) Brett A. Kratz (309620) HARKINS CUNNINGHAM LLP 4000 Two Commerce Square 2001 Market Street Philadelphia, PA 19103 215-851-6709 nkling@harkinscunningham.com bkratz@harkinscunningham.com Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 8 of 10 6 J. Douglas Baldridge (pro hac vice forthcoming) Lisa Jose Fales (pro hac vice forthcoming) Danielle R. Foley (pro hac vice forthcoming) Vincent E. Verrocchio (pro hac vice forthcoming) VENABLE LLP 600 Massachusetts Avenue, NW Washington, DC 20001 202-344-4000 jdbaldridge@venable.com ljfales@venable.com drfoley@venable.com veverrocchio@venable.com Counsel for Sun Pharmaceutical Industries, Ltd. Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 9 of 10 CERTIFICATE OF SERVICE I hereby certify that, on this 14th day of April, 2017, Sun Pharmaceutical Industries, Ltd.’s Motion to Dismiss for Lack of Personal Jurisdiction, Memorandum in Support, and Proposed Order were served upon counsel for all parties via the Court’s electronic Case Filing (ECF) system, where the foregoing document is available for downloading and viewing. /S/ NEILL C. KLING Case 2:17-cv-00555-MSG Document 45 Filed 04/14/17 Page 10 of 10