Intellectual Property News and Reports

This appeal centers around the question of what it means for intellectual property to “merge.” Under the terms of a consulting agreement between GSE Consulting, Inc. (“GSE”) and Harris Corporation (“Harris”), GSE is entitled to a payment of up to four million dollars in the event that certain intellectual property owned by Harris is “sold, merged or transferred” but did not form “the primary basis of the sale.” GSE contends that the relevant intellectual property, held by a subsidiary of one of Harris’s subsidiaries, necessarily “merged” when Harris used a different subsidiary to effectuate a comprehensive reverse triangular merger with an outside company and thus triggered Harris’s payment obligation under the parties’ agreement. L3Harris,1 however, maintains that Harris’s participation in the reverse triangular merger did not cause the relevant intellectual property to “merge,” and has accordingly refused to make the demanded payment. The district court agreed with L3Harris and dismissed GSE’s breach of contract claim on summary judgment.

After careful review, and with the benefit of oral argument, we affirm the district court’s ruling.

Download GSE Consulting Inc. v. L3Harris Technologies Inc.