Summary
Under Illinois law, the Seventh Circuit held that a nondisclosure agreement (NDA) was unambiguous, and its "Notwithstanding Article 6 hereof" language in paragraph 10 created an express exception allowing the defendant to use confidential information in patent applications for a specific 3D printing process. The court affirmed summary judgment for the defendant, finding no breach of contract because the plain meaning of "notwithstanding" (meaning "in spite of") overrode the NDA's general confidentiality restrictions. The ruling reinforces that courts will enforce clear contractual language without considering extrinsic evidence or subjective commercial purposes when the terms are unambiguous.
Topics
Practice areas
Questions Presented
- Whether Bolson's inclusion of confidential information about G-Polymer in its patent application breached the nondisclosure agreement.
Holdings
- No, because paragraph 10, beginning with 'Notwithstanding Article 6 hereof,' created an exception to paragraph 6, authorizing Bolson to use confidential information in patent applications for the specified 3D printing process.
Key quotations
“6. Bolson shall not file any application for a patent or other intellectual property using any piece of Confidential Information or the results of the Evaluation without prior written consent of Nippon.” (4)
“10. Notwithstanding Article 6 hereof, Bolson is free to patent and protect any new applications using G-Polymer® in the specific area of Fused Deposition Method Rapid Prototyping Equipment and Methods.” (4-5)
“notwithstanding is defined as without prevention or obstruction from or by; in spite of, despite, and it implies the presence of an obstacle … notwithstanding, in essence wipes out anything to the contrary.” (5)
Factual background
Bolson develops 3D printing products and processes. Soarus distributes specialty polymers, including G-Polymer. In 2009, they began discussing Bolson's use of G-Polymer. They executed a nondisclosure agreement (NDA). Paragraph 6 prohibited Bolson from filing patent applications using confidential information without Nippon's written consent. Paragraph 10 stated: 'Notwithstanding Article 6 hereof, Bolson is free to patent and protect any new applications using G-Polymer® in the specific area of Fused Deposition Method Rapid Prototyping Equipment and Methods.' Bolson filed a patent application that included information about G-Polymer, receiving the '171 Patent. Soarus sued for breach of the NDA.
Procedural history
The district court granted Bolson's motion for summary judgment, concluding that paragraph 10 of the NDA authorized Bolson to include confidential information in its patent application. Soarus appealed.