Mikhail v. Amarin Corporation plc et al.

Summary

The United States District Court for the District of New Jersey grants defendants’ renewed motion to dismiss Karim Mikhail’s amended complaint. The action concerns alleged breaches of an employment contract governed by Swiss law, Amarin plc’s Executive Severance and Change of Control Plan, and the implied covenant of good faith and fair dealing. The court concludes, among other things, that Amarin Inc. was not adequately alleged to be a party to the relevant agreements and that Mikhail failed to plausibly allege justified cause, a qualifying change of control, or entitlement to garden leave and equity acceleration.

Holdings

1. Mikhail did not plausibly allege that Amarin Pharma, Inc. was a party to the employment contract. The contract's references to associated companies concerned Mikhail's duties and the companies' receipt of benefits from his employment, not the assumption of contractual obligations by those companies.
2. Mikhail did not plausibly allege good or justified cause under Article 337 of the Swiss Code of Obligations. The alleged unfavorable statements, reputational effects, isolation, and diminution of responsibilities did not constitute the particularly serious breach required for immediate termination.
3. Mikhail did not plausibly allege entitlement to garden leave or acceleration of his stock awards. Garden leave was unavailable because Mikhail claimed immediate termination and therefore had no notice period, and no contractual change of control occurred to trigger equity acceleration.
4. Mikhail did not plausibly allege a change of control under the Severance Plan. The alleged election of Sarissa-nominated directors and subsequent resignations did not satisfy the plan's ownership or legal-power requirements.
5. Mikhail failed to state an independent claim for breach of the implied covenant of good faith and fair dealing because the claim repeated the same conduct underlying his contract claims and, as to Amarin Pharma, Inc., no contract existed.

Questions Presented

1. Whether Mikhail plausibly alleged that Amarin Pharma, Inc. was a party to the employment contract and could be liable for breach of contract or breach of the implied covenant.
2. Whether Mikhail plausibly alleged good or justified cause under Article 337 of the Swiss Code of Obligations for immediate termination of his employment contract.
3. Whether Mikhail plausibly alleged entitlement to garden leave or acceleration of stock awards under the employment contract and stock incentive plan.
4. Whether Mikhail plausibly alleged a change of control under the severance plan.
5. Whether Mikhail stated an independent claim for breach of the implied covenant of good faith and fair dealing.

Disposition

dismissed