Syngenta Seeds, Inc., A Delaware corporation, Plaintiff - Appellant
Bunge North America, Inc., a New York corporation, Defendant - Appellee
Submitted December 18, 2013
Appeal from United States District Court for the Northern District of Iowa - Sioux City.
For Syngenta Seeds, Inc., A Delaware corporation, Plaintiff - Appellant; Theresa Marie Bevilacqua, Daniel J. Brown, Timothy J. Droske, Mariah Reynolds, Steven J. Wells, Dorsey & Whitney, Minneapolis, MN; Angela Ellen Dralle, Megan Flynn, David A. Tank, Dorsey & Whitney, Des Moines, IA.
For Bunge North America, Inc., a New York corporation, Defendant - Appellee: Kimberly M. Bousquet, Matthew Braunel, Christopher Martin Hohn, David B. Jinkins, John R. Musgrave, Mark Sableman, Thompson & Coburn, Saint Louis, MO; John C. Gray, Heidman Law Firm, Sioux City, IA.
Before BYE, BRIGHT, and SMITH, Circuit Judges.
BYE, Circuit Judge.
Syngenta Seeds, Inc. (Syngenta) sued Bunge North America, Inc. (Bunge), alleging Bunge (1) breached an obligation under the United States Warehouse Act (USWA), 7 U.S.C. § § 241-256; (2) breached a duty to third-party beneficiaries of a licensing agreement between Bunge and the federal government; and (3) engaged in false advertising, in violation of the Lanham Act, 15 U.S.C. § 1125. The district court dismissed Syngenta's USWA and third-party beneficiary claims on the pleadings, and granted Bunge summary judgment on the Lanham Act claim. Syngenta appeals. We affirm the dismissal of the USWA and third-party beneficiary claims and remand the Lanham Act claim for further proceedings.
Syngenta is a biotechnology company. One of Syngenta's products is a strain of genetically-modified corn seed it markets under the name Agrisure Viptera (Viptera). Syngenta began selling Viptera in the fall of 2010 for planting in the spring of 2011. Before it began selling Viptera, Syngenta obtained regulatory approval for Viptera's sale in the United States. Syngenta also obtained regulatory approval from numerous foreign countries, allowing for corn grown from Viptera seed to be imported into those countries. Syngenta had not, however, obtained such approval from China. At all times pertinent to this case, China maintained a zero-tolerance policy regarding imports of corn grown from seed with genetically-modified traits China had not approved. Pursuant to the policy, Chinese officials could prohibit an entire shipment of corn from entering the Chinese market if the shipment contained traces of corn with an unapproved genetically-modified trait.
Bunge is an agricultural product storage and transport company. It purchases agricultural products from domestic farmers, stores the products in local elevators, processes them at regional facilities, and transfers the products to purchasers in domestic and foreign markets. Bunge has purchase contracts with a number of farmers who purchased Viptera seed from Syngenta. The purchase contracts contain provisions authorizing Bunge to refuse to accept agricultural products containing genetic modifications for which import approval has not been obtained in foreign export markets.
Bunge is also a federally licensed warehouse operator. To become federally licensed, Bunge entered into a licensing agreement (License Agreement) with the federal government. Bunge's obligations under the License Agreement and USWA are secured by a bond, as required by the USWA. See 7 U.S.C. § 245(a).
Among the countries to which Bunge ships corn is China. In the summer of 2011, due to significant increases in the amount of corn being imported into China, Bunge started treating China as a major export market for domestically-grown corn. Because of China's zero-tolerance policy regarding unapproved genetically modified traits, such as the one in Viptera, in July 2011 Bunge began refusing to accept corn grown from Viptera seed. To notify producers, Bunge placed signs in its regional facilities and on its website which read:
Please note that Bunge currently is unable to accept delivery of corn/soybeans produced from the following seed products ...