## Facts

- Life Technologies Corp. and Applied Biosystems LLC sold a mass spectrometry business to DH Technologies Development Pte. Ltd., a Danaher affiliate, under a purchase agreement.
- The purchase agreement contained a broad arbitration clause requiring negotiation and, if unresolved, arbitration for disputes “arising out of or relating to” the transaction documents.
- The transaction contemplated ancillary agreements, including a trademark license to be executed by a DH Tech affiliate.
- AB Sciex Pte. Ltd., another Danaher affiliate, entered into a trademark license agreement with the sellers to use specified trademarks in connection with the acquired business.
- The trademark license agreement did not contain an arbitration clause, but referenced the purchase agreement and included “entire agreement” language describing related referenced documents; it also provided for injunctive relief to enforce the license.
- Disputes arose concerning AB Sciex’s trademark use and performance under the license agreement and the broader transaction.
- Plaintiffs sued in federal court for breach of the license agreement (against AB Sciex) and breach of the purchase agreement (against DH Tech) and sought, but were denied, a preliminary injunction.
- Plaintiffs then demanded arbitration against AB Sciex and DH Tech under the purchase agreement’s arbitration clause.
- AB Sciex moved to enjoin arbitration, arguing it was not a signatory to the purchase agreement and never agreed to arbitrate.

## Issues

1. Whether AB Sciex, a non-signatory to the purchase agreement, could be compelled to arbitrate under the purchase agreement’s arbitration clause.
2. Whether equitable estoppel or the integrated nature of the transaction documents bound AB Sciex to arbitrate despite the absence of an arbitration clause in the trademark license agreement.

## Decision

- The court granted AB Sciex’s motion to enjoin arbitration as to AB Sciex.
- The court held AB Sciex could not be compelled to arbitrate under the purchase agreement’s arbitration clause because it did not agree to arbitrate.
- The court rejected plaintiffs’ estoppel and incorporation theories, concluding AB Sciex did not knowingly accept direct benefits under the purchase agreement and the license agreement did not clearly import the arbitration clause.

## Legal Principles

- Arbitration is consensual; a party cannot be required to arbitrate disputes it has not agreed to arbitrate.
- A non-signatory may be compelled to arbitrate under direct-benefit equitable estoppel only if it knowingly exploits the agreement containing the arbitration clause and receives direct (not merely indirect or collateral) benefits from that agreement.
- General cross-references, integration/“entire agreement” clauses, or incorporation of substantive covenants do not, without clear contractual language, incorporate an arbitration clause from a separate agreement.
- The federal policy favoring arbitration does not permit compelling arbitration absent a clear basis in agreement or recognized non-signatory doctrine.

## Conclusion

The court enjoined arbitration against AB Sciex because it was not a signatory to the purchase agreement’s arbitration clause, did not knowingly accept direct benefits under that agreement, and the trademark license agreement’s references to the purchase agreement did not clearly incorporate an obligation to arbitrate.


Life Techs. Corp. v. AB Sciex Pte. Ltd., 803 F. Supp. 2d 270 (S.D.N.Y. 2011)