Abbott Laboratories v. Alpha Therapeutic Corp.

164 F.3d 385, 1999 WL 6936
CourtCourt of Appeals for the Seventh Circuit
DecidedJanuary 11, 1999
DocketNo. 98-1325
StatusPublished
Cited by9 cases

This text of 164 F.3d 385 (Abbott Laboratories v. Alpha Therapeutic Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Abbott Laboratories v. Alpha Therapeutic Corp., 164 F.3d 385, 1999 WL 6936 (7th Cir. 1999).

Opinion

TERENCE T. EVANS, Circuit Judge.

Through a lengthy series of negotiations, Alpha Therapeutic and its parent, Green Cross, attempted to amicably settle their contract indemnification claims against Abbott Labs. When the negotiations broke down, Abbott filed this diversity action for declaratory relief, asking the district court to find that two letters between Abbott’s lawyer and Alpha’s lawyer constituted a binding settlement agreement. The parties filed opposing motions for summary judgment. District Judge Charles P. Korcoras found no binding settlement agreement and granted Alpha’s motion for summary judgment. Abbott appeals, and we review the judgment of the district court de novo. Thiele v. Norfolk & Western Ry. Co., 68 F.3d 179, 181 (7th Cir.1995).

There is no dispute between Alpha and Abbott about the facts. The case has its roots in Abbott’s sale of its scientific products division to Alpha in 1978. The division manufactured and distributed a blood product called “factor concentrate” used to treat hemophiliacs. Abbott agreed to indemnify Alpha for any losses arising from the inventory transferred. As it turned out, Abbott chose a good time to get out of the blood products business. In the 1980’s, a class of hemophiliacs who claimed to be infected with HIV through the use of factor concentrate brought suit against members of the blood [387]*387products industry including Alpha. Negotiations to create an industry-wide class settlement began, and Alpha commenced negotiating its indemnity claims against Abbott.

On August 9, 1996, after extensive negotiations, Sharon Jones, Abbott senior counsel, wrote to Edward Colton, Alpha general counsel, outlining Abbott’s “final settlement offer.” In the letter, Ms. Jones named the proposed dollar figure and outlined the “essential terms from Abbott’s perspective.” These terms included a series of releases that Abbott was seeking in exchange for its settlement payment. Ms. Jones also provided that because “it is Abbott’s intention to have no further obligation to Alpha, ... Abbott will be proposing more precise language in the anticipated settlement agreement in order to accomplish this directive.” Finally, in response to a request from Alpha, the letter indicated that Abbott would be willing to defer its payment if the parties could agree on an interest rate.

Mr. Colton responded to Ms. Jones in an August 26 letter: “Alpha has agreed to accept Abbott Laboratories’ settlement offer of [the proposed settlement amount]. In general, we agreed with the terms and conditions contained in your August 9, 1996 letter.” Colton also requested that the settlement agreement be “resolved with respect to all the terms and conditions and ready for execution before September 12th.” He wanted to present the agreement as' a “done deal” at Alpha’s September 13 board meeting because several Green Cross executives from Japan who could “execute the Agreement” would be present at the board meeting. Finally, Col-ton asked Abbott to defer payment until January 15, 1997, and proposed a 7% interest rate.

Unfortunately, the matter did not come to a satisfactory conclusion as quickly as Colton had hoped. In the following months, the parties continued to negotiate the details of their deal, exchanging and modifying several proposed settlement agreements. On December 9, 1996, Jones sent Colton her final version of the settlement agreement and asked that the agreement be executed by December 11. On January 6, 1997, Colton informed Jones that in light of the uncertainty of the blood products class settlement negotiations, Alpha would not be willing to settle unless Abbott significantly increased the settlement amount. Instead, Abbott decided to sue.

Abbott seeks to enforce an alleged agreement between the parties that requires Alpha to indemnify Abbott indefinitely into the future for all defense costs and losses related to factor concentrate. The Illinois version of the Statute of Frauds requires that all such long-term contractual obligations be “in writing, and signed by the party to be charged.” 740 ILCS 80/1 (West 1997). In addition, the original contract for the sale of Abbott’s scientific products division to Alpha which created Abbott’s indemnification obligations requires that any modifications be in writing. Abbott asserts the two letters exchanged by the parties in August 1996 as the signed writing required by the Statute of Frauds and the original asset sales agreement. Therefore, the sole issue before us is whether those two letters constitute a binding settlement agreement.

Local contract law governs the construction and enforcement of settlement agreements. See Laserage Tech. Corp. v. Laserage Lab., Inc., 972 F.2d 799, 802 (7th Cir.1992). Under Illinois contract law, a binding agreement requires a meeting of the .minds or mutual assent as to all material terms. See SBL Assoc. v. Village of Elk Grove, 247 Ill.App.3d 25, 31, 186 Ill.Dec. 939, 617 N.E.2d 178, 182 (1993). Whether the parties had a “meeting of the minds” is determined not by their actual subjective intent, but by what they expressed to each other in their writings. Thus, the parties decide for themselves whether the results of preliminary negotiations bind them, and they do so through their words. See Empro Mfg. Co. v. Ball-Co Mfg., Inc., 870 F.2d 423, 425 (7th Cir.1989) citing Chicago Inv. Corp. v. Dolins, 107 Ill.2d 120, 89 Ill.Dec. 869, 481 N.E.2d 712, 715 (1985).

Abbott contends that the August letters between Jones and Colton constitute a legally binding offer and acceptance which show the parties’ mutual assent to the terms contained in Ms. Jones’s letter. That letter, [388]*388says Abbott, outlined all .the material terms: (1) the settlement amount; (2) a global release by Alpha and Green Cross for all hemophiliac claims; (3) indemnification of defense costs for all such claims; (4) a release of all environmental claims arising from any property sold to Alpha and Green Cross; and (5) a release of any other indemnification claims arising from the 1978 asset sale agreement. Abbott points out that Jones also stated in the letter that this was Abbott’s “final settlement offer,” expressing her belief that Abbott would be bound by the terms of the offer if Alpha accepted. And, Abbott argues, Colton accepted the offer on behalf of Alpha in his August 26 letter, when he wrote “Alpha has agreed to accept Abbott Laboratories’ settlement offer of [the proposed amount].”

Abbott believes that at that moment the settlement was a done deal. And this was the entire deal — none of the terms Ms. Jones listed varied in a material way throughout the exchange of draft settlement documents in the fall of 1996. The parties did not' discover some unexpectedly contentious material detail such as deferred payment or interest rates that proved to be the deal breaker. The only reason the deal fell apart was that Alpha decided it wanted more money. Colton l-eceived news from the blood product class action settlement negotiations that things were not going well, and a deal with Abbott that looked so good in August looked a lot less attractive in January.

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Abbott Laboratories v. Alpha Therapeutic Corporation
164 F.3d 385 (Seventh Circuit, 1999)

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164 F.3d 385, 1999 WL 6936, Counsel Stack Legal Research, https://law.counselstack.com/opinion/abbott-laboratories-v-alpha-therapeutic-corp-ca7-1999.