Engelhard Corp. v. Research Corp.

268 A.D.2d 358, 702 N.Y.S.2d 255, 2000 N.Y. App. Div. LEXIS 746

Opinion

—Order, Supreme Court, New York County (Charles Ramos, J.), entered June 1, 1999, which denied defendants’ motion pursuant to CPLR 3211 (a) insofar as it sought dismissal of plaintiff’s first cause of action for breach of contract but granted the motion insofar as it sought dismissal of plaintiffs second and third causes of action alleging breach of the implied covenant of good faith and fair dealing, and unjust enrichment, respectively, unanimously affirmed, without costs.

We agree with the motion court that the parties’ agreement, dated January 15, 1979, giving defendants the exclusive right to license certain compounds, including carboplatin, to pharmaceutical companies, does not unambiguously relieve defendants of the obligation to pay plaintiff a share of the royalties received by defendants from the licensee for technical information relating to carboplatin. In particular, the “adjusted gross income” provision of the subject contract contains language supportive of plaintiffs contention that the contracting parties intended to include, without qualification, both patent and technical information as subject to royalties pursuant to the agreement.

The cause of action for breach of the implied covenant of good faith and fair dealing was properly dismissed as duplicative of the breach of contract claim (see, In re Houbigant, Inc. v ACB Mercantile, 914 F Supp 964, 989). Concur—Tom, J. P., Ellerin, Rubin, Andrias and Buckley, JJ.