Crosby Legacy offers quality consulting services that employ the teachings of its founder, Philip J. Crosby, a pioneer in the field. Crosby Legacy consulted for energy company FMC under an agreement executed in 2014 which permitted FMC to utilize the Crosby materials company-wide, including copyrighted works and the use of three Crosby trademarks – Absolutes of Quality Management™, Absolutes of Quality™, and Price of Nonconformance™. The 2014 Agreement restricted continued use of the Crosby materials should FMC experience a change in control. FMC subsequently merged with Technip S.A., creating defendant company Technip FMC in January 2017. Pursuant to the change of control provisions, Crosby Legacy sought to negotiate an agreement with the new entity to allow them continued use of the Crosby materials. TechnipFMC expressed a strong interest in continuing the relationship, and according to Crosby Legacy, a $2.3 million agreement was reached via a string of e-mails in May 2017, needing only to be memorialized and executed. TechnipFMC dragged its feet on the specific language to be included in the new agreement, and ultimately announced in November 2017 that it was no longer interested in working with Crosby Legacy. At that point, TechnipFMC had used the Crosby materials for eleven months without paying, in violation of the 2014 Agreement’s change of control language. Crosby accuses TechnipFMC of breaching the 2014 Agreement and of having formed, and then breached, the 2017 Agreement, and also brings claims of breach of the implied covenant of good faith and fair dealing, fraud, 93A claims, trademark and copyright infringement, and unjust enrichment. The case is before Judge Wolf.
Schawbel filed suit against The Heat Factory, accusing The Heat Factory of violating an Asset Purchase Agreement and patent license agreement. According to the complaint, the Heat Factory had agreed to buy and resell Schawbel’s heated insole inventory, to be paid in monthly installments. When The Heat Factory missed some payments, Schawbel exercised its right to terminate the agreements. Following termination, Schawbel says The Heat Factory continued selling the inventory. Schawbel asserts breach of contract and willful infringement of eleven utility patents and eight design patents, as well as declaratory judgment that its termination of the APA and license agreement were legitimate.