In Amyndas Pharmaceuticals Single Member P.C. v. Alexion Pharmaceuticals, Inc., the District of Massachusetts granted summary judgment to defendant Alexion on plaintiff Amyndas’s Chapter 93A § 11 unfair competition claim and provided a detailed analysis of causation and the limits of trade-secret-based business tort theories.
The court held that Amyndas failed to produce evidence from which a reasonable jury could conclude that Alexion’s allegedly unfair or deceptive conduct proximately caused Amyndas’s claimed economic losses. Amyndas argued that Alexion improperly used confidential information obtained during diligence discussions, then collaborated with Zealand Pharma, thereby depriving Amyndas of the opportunity to consummate a partnership with Alexion. The court rejected that theory as speculative because the record demonstrated that the parties never reached agreement on material business terms. Amyndas itself rejected Alexion’s April 2018 proposal with a counteroffer deemed “too rich,” and the negotiations had effectively stalled long before Alexion entered into its collaboration with Zealand in March 2019.
From a Chapter 93A perspective, the decision is notable because the court rigorously enforced the requirement that a plaintiff establish both factual and proximate causation rather than relying on conjecture about lost business opportunities. The court emphasized that a nonbinding term sheet, ongoing but inconclusive discussions, and generalized evidence of continued interest in a transaction were insufficient to establish that a deal would have occurred absent the alleged misconduct. The court repeatedly characterized Amyndas’s theory as resting on “speculation,” “conjecture,” and an attenuated causal chain unsupported by concrete evidence. The ruling also underscores an important principle in trade secret and unfair competition litigation: a confidentiality agreement does not operate as a noncompete agreement. The court concluded that Alexion’s internal evaluation of Amyndas’s technology and its subsequent investment in the same therapeutic space did not amount to actionable misuse merely because Alexion learned information during diligence and later pursued another commercial opportunity.
The court’s analysis of the underlying trade secret claims further reinforced dismissal of the Chapter 93A count. It held that Amyndas failed to show actionable “use” or “misappropriation” of any trade secrets under federal or state trade secret statutes or Massachusetts common law because the evidence showed, at most, that Alexion used Amyndas’s information within the scope authorized by the parties’ confidentiality agreement to evaluate a potential transaction. The court found no evidence that Alexion exploited Amyndas’s confidential information in a manner that accelerated Zealand diligence or otherwise improperly enriched Alexion. Instead, the evidence reflected Alexion’s independent business judgments and strategic conclusions. The court confirmed that, because Amyndas could not establish misuse of trade secrets or causation of any identifiable business loss, summary judgment on the Chapter 93A claim was warranted.
This decision may provide defendants in Chapter 93A matters with further authority to challenge speculative business-loss theories, particularly where negotiations were preliminary, contingent, or nonbinding, and where the plaintiff cannot tie alleged misconduct directly to a lost transaction or measurable economic loss.