Merck KGaA v Merck Sharp & Dohme: Issue Estoppel & Summary Judgment in Breach of Contract Dispute
In Merck KGaA and Merck Pte Ltd v Merck Sharp & Dohme Corp and others, the Singapore High Court addressed an application by Merck KGaA for summary judgment against Merck Sharp & Dohme Corp for breach of contract, specifically concerning the 1970 Agreement and 1975 Letter. The court considered whether English decisions gave rise to issue estoppels regarding the interpretation of clause 7 of the 1970 Agreement and the governing law of the contract. The court determined that Merck Sharp & Dohme is bound by the UKCA decision that the governing law of the 1970 Agreement and 1975 Letter is German law and that the use of the word Merck per se constitutes a breach of clause 7. The summary judgement application was dismissed.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
The court determined that Merck Sharp & Dohme is bound by the UKCA decision that the governing law of the 1970 Agreement and 1975 Letter is German law and that the use of the word Merck per se constitutes a breach of clause 7. The summary judgement application was dismissed.
1.3 Case Type
Civil
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case concerning issue estoppel and summary judgment in a breach of contract dispute between Merck KGaA and Merck Sharp & Dohme.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Merck KGaA | Plaintiff | Corporation | Preliminary issue application granted in part | Partial | |
| Merck Pte Ltd | Plaintiff | Corporation | Neutral | Neutral | |
| Merck Sharp & Dohme Corp | Defendant | Corporation | Preliminary issue application decided against | Lost | |
| MSD Pharma (Singapore) Pte Ltd | Defendant | Corporation | Neutral | Neutral | |
| MSD International GmBh (Singapore Branch) | Defendant | Corporation | Neutral | Neutral | |
| Merck & Co., Inc | Defendant | Corporation | Neutral | Neutral |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Lee Seiu Kin | Judge | Yes |
4. Counsels
4. Facts
- Merck KGaA and Merck Sharp & Dohme are involved in legal disputes in various jurisdictions.
- The disputes concern the use of the word 'Merck' under a 1970 Agreement and a 1975 Letter.
- English decisions held that German law governs the 1970 Agreement and 1975 Letter.
- An English court held that MSD was in breach of clause 7 of the 1970 Agreement.
- Merck sought summary judgment against MSD for breach of contract.
- MSD challenged Merck's assertion as the successor company to E.Merck.
- The court considered whether English decisions gave rise to issue estoppels.
5. Formal Citations
- Merck KGaA and another v Merck Sharp & Dohme Corp and others, Suit No 415 of 2018 (Summons 4434 of 2018), [2019] SGHC 231
6. Timeline
| Date | Event |
|---|---|
| Agreement signed between E.Merck and MSD | |
| Letter agreement between E.Merck and MSD | |
| Merck commenced legal proceedings against MSD in the UK | |
| Close of pleadings | |
| Merck filed for summary judgment against MSD | |
| First hearing | |
| Parties tendered further submissions | |
| Defendants obtained leave to adduce further evidence | |
| Final hearing | |
| Judgment reserved |
7. Legal Issues
- Issue Estoppel
- Outcome: The court found that the English decisions gave rise to issue estoppels in relation to the governing law of the 1970 Agreement and 1975 Letter, as well as the interpretation of clause 7 of the 1970 Agreement.
- Category: Substantive
- Breach of Contract
- Outcome: The court determined that the use of the word Merck per se constitutes a breach of clause 7.
- Category: Substantive
- Governing Law of Contract
- Outcome: The court determined that the governing law of the 1970 Agreement and 1975 Letter is German law.
- Category: Substantive
8. Remedies Sought
- Summary Judgment
9. Cause of Actions
- Breach of Contract
10. Practice Areas
- Commercial Litigation
11. Industries
- Pharmaceutical
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Merck KGaA v Merck Sharp & Dohme Corp & Others | High Court | Yes | [2014] EWHC 3867 (Ch) | England and Wales | Cited for the holding that the governing law of the 1970 Agreement and the 1975 Letter is German law. |
| Merck KGaA v Merck Sharp and Dohme Corp | High Court | Yes | [2016] EWHC 49 (Pat) | England and Wales | Cited for the holding that MSD was in breach of clause 7 of the 1970 Agreement. |
| Merck KGaA v Merck Sharp & Dohme Corp & Ors | Court of Appeal | Yes | [2017] EWCA Civ 1834 | England and Wales | Cited for upholding the High Court's decision that MSD was in breach of clause 7 of the 1970 Agreement and the interpretation of clause 7. |
| Thoday v Thoday | N/A | Yes | [1964] P 181 | N/A | Cited for the explanation of the doctrine of issue estoppel. |
| Goh Nellie v Goh Lian Teck and others | N/A | Yes | [2007] 1 SLR(R) 453 | Singapore | Cited for the explanation of the doctrine of issue estoppel. |
| The Sennar (No 2) | House of Lords | Yes | [1985] 1 Lloyd’s Rep 521 | United Kingdom | Cited for setting out the conditions to raise an estoppel per rem judicatam. |
| Lee Tat Development Pte Ltd v MCST Plan No 301 | N/A | Yes | [2005] 3 SLR(R) 157 | Singapore | Cited for setting out the conditions to raise an estoppel per rem judicatam. |
| Humpuss Sea Transport Pte Ltd (in compulsory liquidation) v PT Humpuss Intermoda Transportasi TBK and another | N/A | Yes | [2016] 5 SLR 1322 | Singapore | Cited regarding the recognition of foreign judgments. |
| Terrestrial Pte Ltd v Allgo Marine Pte Ltd and another | N/A | Yes | [2014] 1 SLR 985 | Singapore | Cited for the law on summary judgment applications. |
| Associated Development Pte Ltd v Loong Sie Kiong Gerald | N/A | Yes | [2009] 4 SLR (R) 389 | Singapore | Cited for the law on summary judgment applications. |
13. Applicable Rules
| Rule Name |
|---|
| Order 14 r 1 of the Rules of Court |
| Order 14 r 12 of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R5, 2014 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Issue Estoppel
- Summary Judgment
- Breach of Contract
- 1970 Agreement
- 1975 Letter
- Governing Law
- Clause 7
- Merck
- MSD
- E.Merck
15.2 Keywords
- Issue Estoppel
- Summary Judgment
- Breach of Contract
- Merck
- Pharmaceutical
- Singapore High Court
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Issue Estoppel | 95 |
| Summary Judgement | 80 |
| Civil Practice | 75 |
| Contract Law | 60 |
| Jurisdiction | 50 |
| Commercial Disputes | 40 |
| Commercial Law | 40 |
| Business Law | 30 |
| Business Litigation | 30 |
| Formation of contract | 25 |
16. Subjects
- Civil Procedure
- Contract Law
- Intellectual Property Law