Atlanta Cancer Care, P.C. v. Amgen, Inc.

MEMORANDUM

Atlanta Cancer Care appeals the district court’s order dismissing its case with prejudice for failure to state a claim. We have jurisdiction pursuant to 28 U.S.C. § 1291 . We reverse and remand.

When interpreting a contract, the “whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.” Cal. Civ.Code § 1641. The Rebate Agreements attached to Atlanta Cancer Care’s complaint refer to and incorporate the “Group Purchasing Agreement,” which is said to contain certain definitions as well as the “complete and actual terms and conditions” regarding the calculation of rebates under the parties’ agreements. This Group Purchasing Agreement was not attached to Atlanta Cancer Care’s complaint and it was not provided by Amgen when moving to dismiss this case. Without the Group Purchasing Agreement, the contract attached to the complaint is incomplete, thus prohibiting a reasoned and informed interpretation of their bargain.

Additionally, in opposition to Am-gen’s motion to dismiss, Atlanta Cancer argued that the contract at issue was am biguous. The district court disagreed, finding the…