Arcadia Biosciences, Inc., Plaintiffv.Vilmorin & CIE, Limagrain Cereales Ingredients SA, and Arista Cereal Technologies Pty Limited, Defendants
OPINION AND ORDER Contrary to popular superstition, there is no such thing as “natural” wheat, as farmers have been selectively breeding this staple since Neolithic times. But something of a race is now on to see who can develop genetically modified wheat with health benefits and commercial advantages. The instant case, arising from that competition, involves an international patent dispute over just such modified wheat. Specifically, plaintiff Arcadia Biosciences, Inc. (“Arcadia”) alleges that it invented a kind of genetically modified wheat that has various health benefits and that, in the hope of fostering its commercial development, it shared this invention with defendants — who also develop agricultural products — in a series of meetings that were protected by a nondisclosure agreement. Defendants then allegedly used the information Arcadia shared, in violation of the nondisclosure agreement, to file three patents and develop other product lines. Arcadia now brings federal patent claims for correction of inventorship, as well as a welter of state contract and tort claims. On September 4, 2018, Arcadia filed its initial complaint against defendants Vilmorin & Cie (“Vilmorin”), Limagrain Cereales Ingredients SA (“LCI”), and Arista Cereal Technologies Pty Limited (“Arista”). ECF No. 1. On October 17, Arista moved to dismiss Arcadia’s complaint for lack of personal jurisdiction, lack of subject matter jurisdiction, and failure to state a claim. ECF No. 23. On the same day, Vilmorin and LCI moved jointly to dismiss Arcadia’s complaint for failure to state a claim. ECF No. 27. On October 26, Arcadia filed its First Amended Complaint (“FAC”), ECF No. 33, and on November 5, defendants filed supplemental briefs in support of their motions to dismiss, ECF Nos. 36, 37, which Arcadia opposed, ECF Nos. 40, 42.After receiving full briefing from the respective parties, the Court held oral argument on January 7, 2019. Thereafter, upon careful consideration, the Court issued a “bottom-line” Order on January 11. ECF No. 53. The Order granted Arista’s motion to dismiss for lack of personal jurisdiction, and it dismissed all of Arcadia’s claims against Arista without prejudice. The Order also granted Vilmorin and LCI’s motion to dismiss for failure to state a claim, and it dismissed all of Arcadia’s claims against Vilmorin and LCI with prejudice. This Opinion sets forth the reasons for the Court’s rulings and directs the Clerk of Court to enter final judgment dismissing the FAC.BackgroundThe following factual allegations are taken from the FAC and any documents incorporated there by reference. They are viewed in the light most favorable to Arcadia:Arcadia is a Delaware corporation with its principal place of business in California. FAC2, ECF No. 33. “Arcadia’s business is the development of agricultural products, including crops with enhanced productivity and quality traits.” Id. Defendant Vilmorin is a French company that, among other things, is “involved, either directly or indirectly through its affiliates[,] in…researching, developing, and breeding plants.” Id.41. Defendant LCI is a French company that, along with Vilmorin, is a wholly owned subsidiary of Groupe Limagrain Holding SA. Id.4. Defendant Arista is an Australian joint venture that was formed in 2006 by LCI and two Australian entities. Id.5. At present, LCI has a majority interest in Arista. Id.6.In 2006, scientists at Arcadia began researching and developing a high amylose wheat technology. Id.13. Amylose is one of two components of starch that — along with amylopectin — is present in the endosperm of wheat grains. Id.22. Amylose is digested more slowly than amylopectin, thereby giving rise to various health benefits. Id.
