Humetrix, Inc. v. Gemplus S.C.A.

Happy contractual relationships are all alike; but every unhappy contractual relationship is unhappy in its own way.

In this case, a United States health care consulting company, Humetrix, Inc. (“Humetrix”), contracted with the world’s leading manufacturer of Smart Card technology, Gemplus S.C.A. (“Gemplus”), to provide portable patient data storage solutions to the United States health care market. 2 By all indications, Gemplus and Humetrix were poised on the threshold of a promising business opportunity. Hume-trix labored industriously to capitalize on this opportunity, raising finances, increasing its sales staff, and developing a client base in the United States.

Unbeknownst to Humetrix, however, two events occurred within Gemplus that threatened the vitality of their partnership. First, Guy Guistini, a Gemplus senior manager and the progenitor of the French health care Smart Card program, learned that Humetrix had registered the trademark “Vaccieard” in the United States. Guistini was a 45% shareholder in Inovaction S.A.R.L. (“Inovaction”), a French company that held the French trademarks “Vaccicarte” and “Vaecicard.” Second, Gemplus acquired a new U.S. subsidiary that…