CQ International Co., Inc. v. Rochem International, Inc., US, (1st Cir. 2011)

Text

---

United States Court of Appeals

For the First Circuit

No. 10-1838

CQ INTERNATIONAL CO., INC.,

Plaintiff, Appellee,

v.

ROCHEM INTERNATIONAL, INC., USA,

Defendant, Appellant.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Nancy Gertner, U.S. District Judge]

Before

Lynch, Chief Judge,

Torruella and Boudin, Circuit Judges.

    Robert J. Wierenga, Kimberly K. Kefalas, Suzanne L. Wahl,

Miller, Canfield, Paddock and Stone, P.L.C., Joseph Francis Ryan,

and Lyne, Woodworth & Evarts LLP, on brief for appellant.

    Herbert S. Cohen, on brief for appellee.

October 3, 2011

         TORRUELLA, Circuit Judge. In this appeal from an order

in a diversity suit, Rochem International, Inc., USA ("Rochem")

challenges the district court's denial of its motion for sanctions

under Rule 11 of the Federal Rules of Civil Procedure ("Rule 11")

against CQ International Co., Inc. ("CQ").

[1]

See CQ Int'l Co. v.

Rochem Int'l, Inc., USA, No. 08cv10142-NG, 2010 U.S. Dist. LEXIS

55372, 2010 WL 2292162 (D. Mass. June 7, 2010). Specifically,

Rochem avers that, although the district court granted summary

judgment in its favor, the court's failure to impose sanctions on

CQ constituted an abuse of discretion in light of CQ's allegedly

frivolous lawsuit against Rochem and CQ's purportedly frivolous

arguments in opposing Rochem's motion for summary judgment. For

the reasons stated below, we find that the district court did not

abuse its discretion in denying the imposition of sanctions on CQ

and thus affirm the appealed order.

I. Factual Background

         Although the facts and procedural history in this highly

contentious case are extensive, we provide a brief sketch of only

the events most relevant to this appeal.

         CQ and Rochem are direct competitors in the business of

importing and distributing pharmaceutical ingredients manufactured

in China.

         In 2000, CQ entered into an exclusive distribution

agreement (the "CQ-Huizhou Contract") with Guangdong Huizhou

Dongjiang Pharmaceutical Factory ("Huizhou Predecessor"), whereby

CQ acquired exclusive sales rights in the U.S. market for Huizhou

Predecessor's Clozapine

[2]

drug and became Huizhou Predecessor's

exclusive agent in regulatory matters with the United States Food

and Drug Administration ("FDA") concerning this drug. Under this

contract, CQ agreed to "buy Clozapine exclusively from [Huizhou

Predecessor], [and] not from any other Chinese or foreign

manufacturer." By its terms, the CQ-Huizhou Contract became

effective immediately after it was signed by the parties in 2000,

had a duration of ten years, could not be cancelled without both

parties' written consent, and was "binding upon each party's

successors and assigns."

         In April 2004, the Chinese government auctioned off a

majority of Huizhou Predecessor's assets. Although CQ participated

in the auction, it was unsuccessful in acquiring the assets of

Huizhou Predecessor, which were instead acquired by a Chinese

individual named Qiu Huazhou who continued Huizhou Predecessor's

business under the new name Huizhou Dongjiang Pharmaceutical Co.,

Ltd. ("Huizhou Successor"). In the action underlying this appeal,

CQ alleged that the CQ-Huizhou Contract survived this auction and

bound Huizhou Successor. Rochem, however, argued to the contrary,

noting that certain alleged requirements for the assignment of the

CQ-Huizhou Contract were not met. Specifically, Rochem noted that

the auction proposal required that the auction winner -- Qui

Huazhou -- pay Huizhou Predecessor a deposit of 2 million yuan RMB,

which amount was to be refunded by CQ to the auction winner "upon

execution . . . of a product distribution succession contract." It

is undisputed that Qui never paid the deposit to Huizhou

Predecessor and that Huizhou Successor and CQ never executed a

"product distribution succession contract." The district court

nevertheless found -- based on the language of the auction proposal

and CQ-Huizhou Contract, along with public policy considerations --

that the CQ-Huizhou Contract survived the auction and became

binding on Huizhou Successor.

         After the auction, CQ continued to purchase Clozapine

from Huizhou Successor and sold it to Ivax Pharmaceuticals

("Ivax"), a U.S. corporation and CQ's sole Clozapine customer. CQ

alleges that, at some point in 2004, Ivax requested that CQ obtain

micronized

[3]

Clozapine on its behalf. CQ, however, was unable to

obtain micronized Clozapine from Huizhou Successor, because the

latter did not have the capacity to provide micronized Clozapine

and was unwilling to invest in the necessary micronizing equipment

and facilities.

         Subsequently, in February 2005, CQ entered into another

exclusive distribution agreement (the "CQ-SJ/YH Contract") with two

other Chinese pharmaceutical manufacturers, Wuhan Shiji Jingmao

Corp. ("SJ") and Wuhan Yanhuang Chemical Co., Ltd. ("YH"), whereby

CQ became "the exclusive distributor and spokesman in the American

market for the Clozapine manufactured by SJ and YH" and agreed to

"act as the exclusive agent for SJ and YH in matters relating to

the FDA" concerning the drug Clozapine. This contract provides,

inter alia, as follows: "CQ shall have Clozapine produced

exclusively at the factories of SJ and YH; it cannot purchase

Clozapine from any other Chinese or foreign manufacturers." The

CQ-SJ/YH Contract became effective in February 2005 and had a

duration of twenty years. CQ maintains that it entered into this

contract because it believed that, unlike Huizhou Successor, SJ and

YH would be able to provide it with micronized Clozapine. However,

CQ has never purchased any Clozapine (micronized or non-micronized)

from SJ and YH under this contract.

         CQ ordered Clozapine from Huizhou Successor for the last

time in May 2005. Thereafter, from the fall of 2005 through the

spring of 2006, Huizhou Successor contacted CQ representatives via

telephone approximately five times to inquire whether CQ was

planning to purchase Clozapine. Yet, no purchases of Clozapine

materialized.

         Around April 2006, Rochem contacted Huizhou Successor to

explore the possibility of purchasing Clozapine from it, offering

Huizhou Successor a higher price for its Clozapine than CQ had

previously paid. In addition, Rochem obtained from Huizhou

Successor a copy of the CQ-Huizhou Contract and investigated

whether such contract precluded Huizhou Successor from selling

Clozapine to Rochem. Rochem alleges that during this investigation

it learned that CQ had not purchased Clozapine in nearly a year,

that CQ owed Huizhou Successor money, and that CQ was not answering

Huizhou Successor's e-mails or telephone calls. Furthermore,

Rochem's President, Robyn Frisch, maintains that Qui Huazhou,

Huizhou Successor's owner, personally informed her that Huizhou

Successor was free to do business with Rochem. CQ, on the other

hand, contests the thoroughness of this investigation and its

conclusion that Huizhou Successor was not precluded from selling

Clozapine to Rochem.

         Although Rochem and Huizhou Successor were unable to

agree on an exclusive distribution agreement, Rochem purchased

Clozapine from Huizhou Successor on three occasions in 2006, with

the last of these purchases occurring in August 2006. Rochem, in

turn, sold this Clozapine to Ivax. Rochem made its last sale to

Ivax in December 2006.

         CQ alleges that, prior to filing its complaint in the

action underlying this appeal, it was informed by an employee of

Huizhou Successor, Mr. Fang Zhigang, that Huizhou Successor had met

with Rochem and provided the latter with a copy of the CQ-Huizhou

Contract. According to CQ, Mr. Zhigang also informed it that

Rochem had purchased Clozapine from Huizhou Successor for sale to

Ivax. CQ maintains that it later confirmed -- through

conversations with the President of Ivax, Mr. Don Marchione -- that

Rochem had purchased Clozapine from Huizhou Successor for sale to

Ivax.

II. Procedural History

         In January 2008, CQ filed a complaint in the district

court against Rochem seeking damages for the latter's purported

intentional tortious interference with the CQ-Huizhou Contract.

The complaint also included various other derivative claims that

were dependent on the tortious interference claim and could not

survive if such claim failed.

         In June 2008, Rochem moved to dismiss the case for

failure to state a claim upon which relief could be granted,

pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.

After opposition by CQ, the district court denied dismissal, ruling

that CQ had alleged sufficient facts to state a claim for

intentional interference with performance of contract.

         Thereafter, in September 2009, after the close of a

prolonged and highly litigious discovery period, the district court

attempted to foster settlement discussions by ordering CQ to make

a written settlement offer by October 16, 2009. Although CQ

complied, it demanded $675,000, the full amount of the damages

claimed in its amended initial disclosures. Rochem responded by

rejecting this offer and making a counter-offer demanding that CQ

pay Rochem $444,444.44 in order to settle the case and avoid

Rochem's filing of a motion for sanctions and a suit for malicious

prosecution. The district court noted, after being apprised of

this matter by CQ, that the peculiar amount in Rochem's offer was

due to the fact that the number four is considered an unlucky

number in Chinese culture because it is homophonous with the

Chinese word for death. The district court opined that, while

Rochem's counter-offer was not a death threat, its attorneys had

acted improperly. The court, however, declined to impose sanctions

on Rochem's attorneys.

         In October 2009, Rochem moved for summary judgment on all

claims, pursuant to Rule 56(c) of the Federal Rules of Civil

Procedure. After the parties filed various responsive motions, the

district court scheduled a hearing for January 20, 2010 regarding

Rochem's summary judgment motion and requested supplementary

briefing on various aspects of the CQ-SJ/YH Contract and its effect

on CQ's claim that Rochem tortiously interfered with the CQ-Huizhou

Contract. Both parties filed supplemental memoranda. CQ's

memorandum, which CQ filed on the eve of the hearing (i.e.,

January 19, 2010), was accompanied by additional declarations from

its President, Joan Chen, and its Chinese advisor, Chen Hongyi.

These supplemental declarations attempted, inter alia, to

substantiate a claim first made by CQ in its earlier opposition to

summary judgment: specifically, that the CQ-Huizhou Contract only

involved non-micronized Clozapine, whereas the CQ-SJ/YH Contract

solely contemplated micronized Clozapine. Rochem moved to strike

these additional declarations as untimely.

         Thereafter, on January 20, 2010, Rochem moved for

sanctions against CQ under Rule 11 and 28 U.S.C. § 1927 and CQ

responded by requesting that the district court instead sanction

Rochem.

         Finally, on June 7, 2010, the district court granted

summary judgment in favor of Rochem, concluding that, although the

CQ-Huizhou Contract survived the auction and bound Huizhou

Successor, CQ breached said contract by entering into the CQ-SJ/YH

Contract, which the court considered incompatible with CQ's

obligations under the CQ-Huizhou Contract. The court determined

that CQ's breach of the CQ-Huizhou Contract caused Huizhou

Successor to be discharged from its obligation to sell Clozapine

exclusively to CQ. In addition, the court concluded that CQ was

not harmed by Rochem's purchases from Huizhou Successor because CQ

could not have purchased Clozapine from Huizhou Successor without

breaching the CQ-SJ/YH Contract. In reaching its decision, the

district court ruled that CQ's additional declarations (from Joan

Chen and Chen Hongyi) were stricken from the record as untimely,

pursuant to Federal Rule of Civil Procedure 56(e)(2) and Local Rule

7.1(b)(2). See Fed. R. Civ. P. 56(e)(2); LR, D. Mass. 7.1(b)(2)

("Affidavits and other documents setting forth or evidencing facts

on which the opposition is based shall be filed with the

opposition."). The court, however, made clear that its conclusions

would not have changed even if the additional declarations had been

admitted as evidence. Additionally, the court declined to impose

sanctions on either party, concluding that "CQ's claims, although

belatedly and insufficiently developed, were not frivolous." CQ

Int'l Co., 2010 WL 2292162, at *17.

         Rochem now appeals the district court's denial of

sanctions against CQ.

[4]

III. Standard of Review

         We review for abuse of discretion all aspects of the

district court's determination on Rochem's motion for sanctions

under Rule 11. See Nyer v. Winterthur Int'l, 290 F.3d 456, 460

(1st Cir. 2002); Lichtenstein v. Consol. Servs. Grp., Inc., 173

F.3d 17, 22 (1st Cir. 1999); see also Cooter & Gell v. Hartmarx

Corp., 496 U.S. 384, 405 (1990) ("[A]n appellate court should apply

an abuse-of-discretion standard in reviewing all aspects of a

district court's Rule 11 determination."). "A district court would

necessarily abuse its discretion if it based its ruling on an

erroneous view of the law or on a clearly erroneous assessment of

the evidence." Cooter & Gell, 496 U.S. at 405. Furthermore, while

we afford a district court considerable latitude in reviewing its

positive actions to impose sanctions, we accord "extraordinary

deference" when, as here, it has decided to deny sanctions.

Lichtenstein, 173 F.3d at 22 (quoting Salois v. Dime Sav. Bank of

N.Y., 128 F.3d 20, 28 (1st Cir. 1997)); Anderson v. Boston Sch.

Comm., 105 F.3d 762, 768 (1st Cir. 1997). "This zone of discretion

is predicated on the understanding that trial courts are in the

best position to evaluate the intricacies of a case and to reach

conclusions about the motives of the parties and their counsel."

Lichtenstein, 173 F.3d at 22-23.

IV. Discussion

         Rochem challenges the district court's denial of

sanctions against CQ on two grounds. First, Rochem asserts that

the district court clearly erred in determining that CQ's claims

were not frivolous. To this effect, Rochem argues that CQ

presented frivolous arguments and declarations in its opposition to

summary judgment regarding the SJ/YH Contract and Rochem's

compliance with FDA regulations. In addition, Rochem argues that

CQ failed to reasonably investigate its claims and knew prior to

filing suit that its claims were not well grounded in fact.

Second, Rochem alleges that the district court abused its

discretion by failing to adequately lay out its rationale for

rejecting Rochem's motion for sanctions under Rule 11.

         For the reasons stated below and taking into

consideration the "extraordinary deference" accorded to the

district court in denying sanctions, we find that CQ's claims were

not so patently frivolous that sanctions necessarily should have

been imposed. See id. at 22-23. In addition, we find that the

district court sufficiently provided its rationale for denying

sanctions. We further discuss these findings in order.

A. CQ's claims were not patently frivolous

         Rule 11 permits a court to impose sanctions on a party or

lawyer for advocating a frivolous position, pursuing an unfounded

claim, or filing a lawsuit for some improper purpose. See

Fed. R. Civ. P. 11(b). We have noted, however, that this Rule "is

not a strict liability provision, and a showing of at least

culpable carelessness is required before a violation of the Rule

can be found." Citibank Global Mkts., Inc. v. Santana, 573 F.3d

17, 32 (1st Cir. 2009) (alteration omitted) (citations and internal

quotation marks omitted). In addition, it is clear that "[t]he

mere fact that a claim ultimately proves unavailing, without more,

cannot support the imposition of Rule 11 sanctions." Protective

Life Ins. Co. v. Dignity Viatical Settlement Partners, L.P., 171

F.3d 52, 58 (1st Cir. 1999).

         In the present case, Rochem avers that CQ violated

Rule 11 by (1) presenting frivolous arguments in its opposition to

summary judgment concerning the SJ/YH Contract and Rochem's

compliance with FDA regulations, and (2) failing to conduct a

reasonable inquiry into the law and facts underlying its tortious

interference claim prior to filing the complaint. We address these

arguments seriatim.

         1. CQ's opposition to summary judgment

         Rochem maintains that the district court clearly erred in

determining that CQ's claim -- that Rochem tortiously interfered

with the CQ-Huizhou Contract -- was not frivolous, particularly in

light of the district court's conclusions on summary judgment

regarding the merits of this claim. As previously mentioned, the

district court concluded that CQ breached the CQ-Huizhou Contract

by entering into an inconsistent distribution agreement with SJ and

YH (i.e, the CQ-SJ/YH Contract) before Rochem made the challenged

purchases, and that CQ was not harmed by Rochem's purchases because

CQ could not have purchased Clozapine from Huizhou Successor

without breaching the CQ-SJ/YH Contract. Significantly, these

conclusions were premised on the district court's finding that --

contrary to CQ's contention -- both the CQ-Huizhou Contract and the

CQ-SJ/YH Contract embraced all forms of Clozapine (micronized and

non-micronized) and were therefore inconsistent.

         Thus, whether or not CQ's tortious interference claim was

frivolous depends in large part on the reasonableness of its

contention -- first presented in its opposition to summary judgment

-- that the CQ-Huizhou Contract involved only non-micronized

Clozapine, whereas the CQ-SJ/YH Contract contemplated solely

micronized Clozapine. CQ pointed to various pieces of extrinsic

evidence in support of this distinction, despite the fact that the

contracts' apparently unambiguous language made no such limitation.

For example, Rochem presented evidence suggesting that (1) both

Huizhou Predecessor and Huizhou Successor lacked the capacity to

manufacture micronized Clozapine and never acquired the necessary

micronizing equipment, (2) the only Clozapine that CQ purchased

from either Huizhou Predecessor or Huizhou Successor was the non-micronized variety, and (3) CQ only contracted with SJ and YH after

Ivax requested micronized Clozapine, which CQ knew Huizhou

Successor could not produce. In addition, CQ argued that the fact

that both the CQ-Huizhou Contract and the CQ-SJ/YH Contract

included only one price term demonstrated that the contracts did

not cover both micronized and non-micronized Clozapine because

micronized Clozapine was more desirable and demanded a higher

price.

         The district court noted that CQ's argument presented

"interesting questions regarding the weight that a court should

afford to extrinsic evidence when interpreting a contractual term

that appears unambiguous on its face." CQ Int'l Co., 2010 WL

2292162, at *11. After considering the extrinsic evidence

presented by CQ,

[5]

the district court concluded that this evidence

was "not sufficient to create a genuine issue as to the meaning of

the term 'Clozapine' in the two contracts," id. at *15, and made

clear that its conclusion would not have changed even if the court

had considered the stricken additional declarations (from Joan Chen

and Chen Hongyi) submitted by CQ on the eve of the summary judgment

hearing.

[6]

The court therefore granted summary judgment in favor of

Rochem, but found that CQ's claims were not frivolous.

         After examining the evidence in the record under the

abuse of discretion standard of review, especially the

aforementioned evidence presented by CQ concerning the meaning of

the term "Clozapine" in the contracts, we conclude that CQ's

contentions in opposing summary judgment, although unpersuasive,

were not so patently frivolous that sanctions necessarily should

have been imposed. CQ presented sufficient evidence for us to

conclude that the district court did not abuse its discretion in

denying the imposition of sanctions. The mere fact that CQ's

arguments proved unavailing does not necessarily mandate the

imposition of Rule 11 sanctions. See Additive Controls &

Measurement Sys., Inc. v. Flowdata, Inc., 96 F.3d 1390, 1398 (Fed.

Cir. 1996) ("In virtually every case, an appellate court finds one

party's arguments and authorities unpersuasive, but that is not

remotely sufficient to make the losing party's conduct

sanctionable."). Having found no legal error or clear factual

error, we accord extraordinary deference to the district court's

decision not to impose sanctions. See Lichtenstein, 173 F.3d at

22-23.

         Rochem, however, also contends that CQ violated Rule 11

by presenting in its opposition to summary judgment certain

allegedly irrelevant and factually unsupported accusations that

Rochem violated FDA regulations. In particular, Rochem makes

reference to CQ's allegations that Rochem deliberately

misrepresented the specifications of the Clozapine it sold to Ivax

by providing the latter with altered certificates of analysis. CQ

first presented these allegations in its opposition to summary

judgment in an alternate attempt to establish one of the four

elements required to prove its tortious interference claim

(specifically, that defendant Rochem's alleged interference with

the CQ-Huizhou Contract, "in addition to being intentional, was

improper in motives or means").

[7]

The district court did not

address these allegations in its opinion because, as an initial

matter, it found that CQ failed to prove another required element

(i.e., that it "was harmed by [Rochem]'s actions"). In other

words, because the district court found that CQ was not harmed by

Rochem's actions, the court expressly declined to "reach the issue

of whether, assuming that CQ was not already in breach of its

contract with Huizhou Successor, Rochem intentionally and

improperly induced Huizhou Successor [through improper means] to

break the contract." CQ Int'l Co., 2010 WL 2292162, at *9. Thus,

the district court did not -- and was not required to -- ascertain

the reasonableness of CQ's legal and factual contentions concerning

the "improper means" prong of its tortious interference claim

(including CQ's allegations that Rochem violated FDA regulations).

Rochem nevertheless invites us to analyze for the first time on

appeal (or to remand to the district court for further analysis)

the reasonableness of CQ's allegations -- that Rochem violated FDA

regulations -- and conclude that they were frivolous. As discussed

below, we decline to embark on such a slippery slope.

         Certainly, Rule 11 should be used in appropriate cases to

further its central purpose: deter baseless filings. See 5A

Charles Alan Wright & Arthur R. Miller, Federal Practice and

Procedure § 1334, at 542 (3d ed. 2004) ("[T]he purpose of Rule 11

is to deter, not to compensate or to punish, although the three

purposes obviously overlap and in many situations all will be

served by a particular sanction."). However, we must not lose

sight of the fact that a related goal of Rule 11 is to "streamline

the administration and procedure of the federal courts." Cooter &

Gell, 496 U.S. at 393. This tool and the sanctions it allows a

district court to impose are intended to facilitate case

management, not to increase caseload by requiring a district court

to analyze the reasonableness of legal and factual contentions that

it would otherwise not have to ascertain. We will not invite full-scale satellite litigation in the area of sanctions, nor will we

require district courts to spend valuable judicial resources in

punctiliously analyzing the reasonableness of each and every legal

and factual contention made by a party where, as here, such

analysis is not necessary to resolve the merits of the central

claim in dispute. Accordingly, we find that the district court's

decision not to address the reasonableness of Rochem's argument --

that CQ frivolously accused Rochem of violating FDA regulations --

and to deny sanctions on this ground did not constitute an abuse of

discretion.

         2. CQ's inquiry prior to filing the complaint

         Rochem also argues that CQ should be sanctioned under

Rule 11 for allegedly failing to conduct a reasonable inquiry into

the law and facts underlying its tortious interference claim prior

to filing the complaint. As explained below, Rochem's argument is

unavailing.

         "Whether a litigant breaches his or her duty [under

Rule 11] to conduct a reasonable inquiry into the facts and the law

depends on the objective reasonableness of the litigant's conduct

under the totality of the circumstances." Lichtenstein, 173 F.3d

at 23 (internal quotation marks omitted). The factors that may be

examined by a court include "the complexity of the subject matter,

the party's familiarity with it, the time available for inquiry,

and the ease (or difficulty) of access to the requisite

information." Navarro-Ayala v. Núñez, 968 F.2d 1421, 1425 (1st

Cir. 1992). It is not necessary, however, "that an investigation

into the facts be carried to the point of absolute certainty."

Dubois v. U.S. Dep't. of Agric., 270 F.3d 77, 82 (1st Cir. 2001).

Rather, it is sufficient if a factual contention "will likely have

evidentiary support after a reasonable opportunity for further

investigation or discovery." Fed. R. Civ. P. 11(b)(3).

         As discussed in the preceding section, CQ's legal and

factual contentions at the summary judgment stage, after the

benefit of the discovery period, were not necessarily sanctionable

and the district court did not abuse its considerable discretion by

denying Rochem's request that sanctions be imposed on CQ for the

latter's contentions in opposing summary judgment. Our analysis,

however, does not end there, since we have recognized that "a party

who brings a suit without conducting a reasonable inquiry and based

on nothing more than a prayer that helpful facts will somehow

emerge, and who through sheer fortuity is rewarded for his

carelessness, is nevertheless vulnerable to sanctions."

Lichtenstein, 173 F.3d at 23 (citing Garr v. U.S. Healthcare, Inc.,

22 F.3d 1274, 1279 (3d Cir. 1994)). Thus, Rochem's claim that CQ

did not perform an appropriate inquiry under Rule 11 prior to

filing its complaint "must be viewed from the appropriate vantage

point" (i.e., the time of filing the complaint). Id.

Nevertheless, we find that the district court did not abuse its

discretion in rejecting Rochem's argument on this point.

         CQ was first notified of Rochem's Clozapine purchases by

an employee of Huizhou Successor, Mr. Fang Zhigang, who informed

CQ, inter alia, that Rochem had (1) obtained a copy of the CQ-Huizhou Contract in a meeting with Huizhou Successor,

(2) subsequently purchased Clozapine from Huizhou Successor, and

(3) sold the Clozapine to Ivax. CQ then confirmed through

conversations with the President of Ivax, Mr. Don Marchione, that

Mr. Marchione had met with Rochem -- after being contacted by

Rochem on various occasions -- and had agreed to purchase the

Clozapine on behalf of Ivax. Thus, CQ had reason to believe that

Rochem knew about the CQ-Huizhou Contract and had induced Huizhou

Successor to break it. CQ also had reason to believe that the

alleged interference was improper in motive, since CQ and Rochem

had a prior history of animosity.

[8]

Moreover, obtaining further

corroborating information may have been difficult for CQ, since

most of the relevant facts in this case allegedly occurred in

China.

         In view of these circumstances, we conclude that the

district court did not abuse its broad discretion when it rejected

Rochem's allegation -- that CQ violated its duty to conduct a

reasonable inquiry into the facts and the law prior to filing suit

-- and thus denied the imposition of sanctions on this ground. The

fact that the case developed differently than what CQ foresaw at

the time of filing suit, in light of the district court's finding

that CQ had breached the CQ-Huizhou Contract, does not change our

conclusion.

[9]

B. The district court sufficiently explained its rationale for

denying the imposition of sanctions

         We now turn to Rochem's fallback argument, the one it

described in its reply brief as "the most important point" in its

appeal, namely, that the district court abused its discretion by

failing to adequately address Rochem's arguments and by stating in

a conclusory fashion that CQ's claims were not frivolous. As

explained below, we are unpersuaded.

         As an initial matter, we disagree with Rochem's

proposition that the district court made conclusory statements

regarding the reasonableness of CQ's claims. Rather, the district

court expressly analyzed the reasonableness of CQ's claims in a

thorough thirty-five page memorandum and order, which opined, inter

alia, that CQ's claims raised "interesting questions," CQ Int'l

Co., 2010 WL 2292162, at *11, and that sanctions were denied

because such "claims, although belatedly and insufficiently

developed, were not frivolous," id. at *17. Furthermore, "[w]e

have never required more than that the court's rationale be

apparent from the face of the record and supported by the facts."

Lichtenstein, 173 F.3d at 24; see also Anderson, 105 F.3d at 769

(noting that, although the rationale for a denial of a motion for

sanctions under Rule 11 "should be unambiguously communicated, the

lack of explicit findings is not fatal where the record itself,

evidence or colloquy, clearly indicates one or more sufficient

supporting reasons").

         Thus, it is unnecessary for us to dwell on Rochem's

contention (i.e., that the district court abused its discretion by

failing to adequately address Rochem's arguments). As made

exceedingly clear from our previous analysis of Rochem's arguments

in this appeal, the record in this case was sufficient to permit

appellate review under the abuse of discretion standard. No more

was needed. Accordingly, the district court did not abuse its

discretion in denying sanctions.

V. Conclusion

         For the reasons stated, we affirm the district court's

denial of sanctions against CQ.

         Affirmed.

Footnotes

[1] 'Although Rochem moved for sanctions in the district court

pursuant to both Rule 11 and 28 U.S.C. § 1927, it only presses on

appeal for sanctions under Rule 11. We limit our analysis

accordingly.

[2] 'Clozapine is an antipsychotic medication used to treat the

symptoms of schizophrenia. PubMed Health, Clozapine,

http://www.ncbi.nlm.nih.gov/pubmedhealth/PMH0000893/ (last revised

May 16, 2011).

[3] '"Micronized Clozapine" refers to Clozapine that has been finely

grounded with special equipment.

[4] 'CQ did not appeal the district court's summary judgment against

it.

[5] 'The district court found that Massachusetts' codification of the

Uniform Commercial Code allowed the court to consider the extrinsic

evidence, which it found could potentially fit as extrinsic

evidence of the parties' "course of dealing" or "course of

performance." See Mass. Gen. Laws Ann. ch. 106, § 2-202(a).

Rochem has not alleged that the district court erred as a matter of

law in considering this extrinsic evidence for purposes of

interpreting an apparently unambiguous contract term. Accordingly,

we assume without deciding that no error was made in this regard.

[6] 'In reaching its decision, the district court noted that, even if

the stricken additional declarations had been admitted, CQ's

tortious interference claim failed, inter alia, because CQ had

presented no admissible evidence that SJ and YH's corporate leaders

understood the term "Clozapine" in the CQ-SJ/YH Contract to refer

only to micronized Clozapine.

[7] 'To prevail on a claim of tortious interference with a contract

under Massachusetts law, a plaintiff must establish that "(1) he

had a contract with a third party; (2) the defendant knowingly

induced the third party to break that contract; (3) the defendant's

interference, in addition to being intentional, was improper in

motive or means; and (4) the plaintiff was harmed by the

defendant's actions." G.S. Enters., Inc. v. Falmouth Marine,

Inc., 571 N.E.2d 1363, 1369 (Mass. 1991).

[8] 'As noted by the district court, CQ and Rochem had previously

sparred over Rochem's marketing of the drug paclitaxel to the U.S.

company Protraga, Inc.

[9] 'As previously mentioned, CQ's contention regarding the limited

scope of the two contracts (i.e., that the CQ-Huizhou Contract

covered only non-micronized Clozapine, whereas the CQ-SJ/YH

Contract solely contemplated micronized Clozapine) was not so

patently frivolous that sanctions necessarily should have been

imposed.

---