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BladeRoom Group LTD v. Emerson Electric Co.

United States District Court, N.D. California, San Jose Division

May 8, 2018

BLADEROOM GROUP LIMITED, et al., Plaintiffs,
v.
EMERSON ELECTRIC CO., et al., Defendants.

          ORDER RE: MOTIONS IN LIMINE FILED MAY 8, 2018 RE: DKT. NOS. 834, 835

          EDWARD J. DAVILA, UNITED STATES DISTRICT JUDGE

         Presently before the court are two motions in limine filed by Plaintiffs. Dkt. Nos. 834, 835. In the first, Plaintiffs move for an order precluding Emerson from referencing or relying on Trial Exhibit 2707 in its Closing Argument. Because Emerson stated at the hearing it will not do so, the court will deny that motion as moot.

         In the second, Plaintiffs move to prohibit Emerson from arguing that Section 3(a) of the Confidentiality Agreement can be invoked to retroactively excuse a breach of contract. They also move to prohibit Emerson from arguing that Section 12 of the Confidentiality Agreement allowed Emerson to use Plaintiffs' confidential information after termination of the contract without risking a breach. This motion will be granted for the reasons explained below.

         I. THE CONFIDENTIALITY AGREEMENT

         Section 3 of the Confidentiality Agreement provides:

The confidentiality obligations and undertakings set out in this agreement do not apply to:
(a) Information which now is in, or hereafter comes into, the public domain, otherwise than by reason of a breach of this agreement by you or, as if they were parties to this agreement directly, by any of your Designated Persons . . . .

         Section 12 of the Confidentiality Agreement provides:

The parties acknowledge and agree that their respective obligations under this agreement shall be continuing and, in particular, they shall survive the termination of any discussions or negotiations between you and the Company regarding the Transaction, provided that this agreement shall terminate on the date 2 years from the date hereof.

         The Confidentiality Agreement's opening paragraph assists in defining what is meant by the term “Transaction” in Section 12. That paragraph provides:

In connection with your interest concerning a possible transaction involving the acquisition of all of the share capital of BladeRoom Holdings Limited . . . and subject to your agreement to enter into this agreement, the Company and/or its shareholders and/or its agents may provide your and/or the Designated Persons . . . with certain information with a view to you considering entering into such a transaction with the Company and/or its shareholders (the “Transaction”).

         II. LEGAL STANDARD

         The second motion in limine presents an issue of contract interpretation under English law. As the court has noted in connection with its rulings on jury instructions, and as the relevant authorities establish, the law of interpretation under English law tracks that of California.

         In the United Kingdom, “[t]he word ‘construction' refers to the process by which a court determines the meaning and legal effect of a contract.” Chitty on Contracts § 12.041 (21st ed. 1955). “The object of all construction of the terms of a written agreement is to discover therefrom and from the available factual background the meaning of the agreement.” Id. at § 12.042. The agreement must be interpreted objectively: “the question is not what one or other of the parties meant or understood by the ...


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