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Sonoran Scanners, Inc. v. Perkinelmer, Inc.

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Before Torruella, Boudin, and Dyk, *fn1 Circuit Judges.

Plaintiffs Joseph P. Donahue (“Donahue”) and Sonoran Scanners, Inc. (“Sonoran”) appeal from an order of the United States District Court for the District of Massachusetts granting summary judgment to defendant PerkinElmer, Inc. (“PerkinElmer”) on claims for breach of contract and violation of Massachusetts General Laws Chapter 93A, Mass. Gen. Laws ch. 93A § 11. These claims arise from an Asset Purchase Agreement (“Purchase Agreement”) in which PerkinElmer acquired Sonoran’s computer-to-plate printing technology business (“CTP Business”) and an employment agreement (“Employment Agreement”) under which Donahue (the founder of Sonoran) agreed to serve as “Site Leader and General Manager” of the CTP Business for PerkinElmer. Sonoran Scanners, Inc. v. PerkinElmer, Inc., 590 F. Supp. 2d 196 (D. Mass. 2008).

We agree that the district court correctly granted summary judgment to PerkinElmer with respect to most of the claims. However, we conclude that under Massachusetts law the Purchase Agreement contains an implied contractual term that required PerkinElmer to use reasonable efforts to develop and promote Sonoran’s technology. Accordingly, in this one respect, we reverse the district court’s grant of summary judgment and remand for further proceedings. In all other respects, we affirm.

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