Value Health Sols., Inc. v. Pharm. Rsch. Assocs., Inc.

Summary

The court affirmed most of the trial court’s rulings dismissing or resolving plaintiffs’ fraud, negligent misrepresentation, UDTPA, amendment, and discovery claims. It reversed summary judgment on the contractual independence-of-milestones provision and the External Sales provisions because evidence supported genuine factual disputes, and it remanded for further proceedings concerning whether the Takeda agreement required consideration for a software license and whether additional discovery was appropriate. The court held that negligent misrepresentation claims must satisfy Rule 9(b), while the implied covenant of good faith and fair dealing could not supply terms addressed by the parties’ express agreement.