The Topps Co., Inc. v. Cadbury Stani S.A.I.C. (5/15/08)

The trial court granted summary judgment in favor of Cadbury and the 2nd Circuit reversed and remanded. In the view of the 2nd Circuit, this case was not ripe for summary judgment. The 1980 license agreement was ambiguous and the extrinsic evidence did not resolve the ambiguities over Cadbury's rights for purposes of its summary judgment motion. The 1980 escrow agreement and the 1976 license agreement shed little light on the parties' intent with regard to Cadbury's rights to the formulas at issue after April 1996. Cadbury's own pleadings and the statements of one of its experts strongly undercut the trial court's finding that the company could not remain in business without using the technology in question. While the differences in the language of the 1976 and 1980 agreements did support Cadbury's position to some extent, they did not plainly resolve the question.