On June 2, 2023, a cross-office and combined appellate team secured a complete victory on behalf of client LivaNova in the United States Court of Appeals for the Eighth Circuit. The Court unanimously affirmed a summary-judgment ruling in LivaNova' s favor, in a case where the plaintiff sought nearly $40 million in damages.
The case arose out of LivaNova's decision to buy a cardiac rhythm management startup, Caisson Interventional. The parties' agreement stated that LivaNova would make milestone payments to Caisson's founding shareholders if Caisson met certain regulatory and sales milestones. The parties' agreement also stated that LivaNova would use “efforts" and make “business decisions" about Caisson “consistent with" how LivaNova “generally" did those things in “seeking . . . product regulatory approvals." Unfortunately, a confluence of factors resulted in Caisson being unable to meet the agreed-upon regulatory and sales milestones. Unable to capitalize on its investment, LivaNova made the hard decision to close Caisson and absorb a loss.
Shortly after Caisson closed, the Caisson founders sued LivaNova. The founders claimed that LivaNova breached the parties' agreement by treating Caisson inconsistent with how LivaNova generally treated startups it acquired. As a remedy, the founders sought nearly $40 million in damages—what the founders would've earned had Caisson met every milestone in the parties' agreement.
Following discovery, the Faegre Drinker trial team convinced the district court to enter summary judgment in LivaNova's favor. The district court emphasized that the parties' agreement only required LivaNova to act “consistent with its general practice"; it did “not require that LivaNova provide its projects with equal outcomes." And because there was no evidence that LivaNova treated Caisson differently than it treated other startups it acquired, LivaNova did not breach the parties' agreement. The founders appealed the district court's adverse ruling in hopes of obtaining a reversal and a jury trial.
On appeal, our appellate team briefed and argued the case. In a unanimous decision, Eighth Circuit agreed with LivaNova and affirmed the district court's ruling. The Eighth Circuit found that the parties' agreement was unambiguous and that there was no evidence in the record that LivaNova breached. The client was thrilled to achieve this result and secure a complete victory in the litigation.
