Viken Detection Corporation v. Videray Technologies, Inc.

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

___________________________________

)

VIKEN DETECTION CORPORATION, )

)

Plaintiff, )

) Civil Action

v. ) No. 24-cv-11375-PBS

)

VIDERAY TECHNOLOGIES INC. and )

PAUL E. BRADSHAW, )

)

Defendants. )

)

MEMORANDUM AND ORDER

September 12, 2025

Saris, J.

INTRODUCTION

Plaintiff Viken Detection Corporation (“Viken”) and Defendant

Videray Technologies Inc. (“Videray”) are competitors in the x-

ray scanner market. After Defendant Paul E. Bradshaw left his

employment at Viken to establish Videray in 2017, Viken sued

Videray and Bradshaw (together, “Defendants”) for misappropriation

of trade secrets and confidential information. The parties settled

that dispute in 2020 via a settlement agreement containing general

releases.

Almost four years later, Viken filed this suit against

Defendants to challenge the inventorship and ownership of U.S.

Patent No. 11,940,395 (“the ’395 patent”), which lists Bradshaw as

the inventor and Videray as the assignee. Viken primarily alleges

that one of its employees conceived of the invention claimed in

the ’395 patent while he and Bradshaw were working together at

Viken. Viken also seeks to rescind the 2020 settlement agreement

based on alleged fraudulent misrepresentations made by Defendants

that induced Viken to enter into the agreement.

Defendants now move to dismiss Viken’s amended complaint

under Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6).

Defendants contend that Viken released its inventorship and

ownership claims in the 2020 settlement agreement and that, as a

result, Viken lacks a concrete stake in the adjudication of those

claims. Additionally, Defendants argue that Viken’s rescission

claim is untimely and, alternatively, fails to state a plausible

basis for relief.

After hearing, the Court ALLOWS Defendants’ motion to dismiss

(Dkt. 26).

BACKGROUND

The Court draws the following background from the well-

pleaded facts in Viken’s amended complaint, documents attached to

or incorporated by reference into the amended complaint, and facts

subject to judicial notice. See Cheng v. Neumann, 51 F.4th 438,

441 (1st Cir. 2022).

I. The Invention

Backscatter x-ray imaging is an approach for detecting

contraband in hidden areas, such as behind a solid panel of a

vehicle. Backscatter instruments direct a narrow x-ray beam at a

solid surface and create an image from x-rays that reflect off

items on the surface’s back side. Such instruments generally

include components that focus the x-rays emitted by the x-ray

source into a narrow beam useful for scanning. One of these

components is a chopper wheel, which rotates when the instrument

is producing x-ray energy. The chopper wheel has slits that create

a “pencil beam” of x-ray energy. ’395 patent at 1:43-45. Because

the slits are small compared to the chopper wheel’s overall surface

area, the x-rays hit a solid region and scatter off the wheel for

most of its rotation. These scattered x-rays travel in various

directions, including parallel to the wheel.

To protect the user from these scattered x-rays, the chopper

wheel and certain other components are surrounded by a metallic

housing. Backscatter instruments have long used tungsten and

tungsten alloys for the housing because those metals effectively

shield significant amounts of the scattered x-ray energy. Tungsten

is, however, a rare and expensive metal.

The ’395 patent teaches a chopper wheel design that reduces

the scattered x-ray energy that hits the housing and, thus, allows

for use of a more common metal for the housing. To do so, the

patent uses “a labyrinth design” with two “projections” on inner

and outer locations on the wheel. Id. at 2:52-60. These projections

“increase[] x-ray energy attenuation of x-rays scattered from the

chopper wheel before the x-ray energy reaches the housing.” Id. at

2:55-57. With this design, the housing can be made of a cheaper

and lighter metal than tungsten, such as brass, but will still

significantly limit the x-ray energy that escapes the instrument.

Claim 1 of the ’395 patent recites in relevant part:

a chopper wheel having a planar surface configured to

face in a direction of the collimator, a central axis,

a plurality of slits in the planar surface, the plurality

of slits extending in a radially-outward direction

relative to the central axis, a first projection

extending from the planar surface in a direction of the

collimator, the first projection located radially-

outward of the plurality of slits and provided for 360

degrees about the central axis, and a second projection

extending from the planar surface in the direction of

the collimator, the second projection located radially

inward of the plurality of slits and provided for 360

degrees about the central axis . . . .

Id. at 8:1-13.

II. Conception of the Invention

Viken, a corporation headquartered in Massachusetts, develops

x-ray instruments used to detect illegal contraband. Bradshaw

worked at Viken as a mechanical engineer from November 2013 until

his termination in May or June 2017. In his employment agreement

with Viken, Bradshaw assigned to Viken all rights to any invention

that he made, conceived, or reduced to practice while working at

the company and that was related to or useful in the company’s

business.

While employed at Viken, Bradshaw worked on a handheld x-ray

scanner with another Viken engineer named Mark Hamilton. In April

2017, Hamilton recommended to Bradshaw that they include chopper

wheel projections on their prototype. An entry in Hamilton’s

laboratory notebook dated that month depicts a chopper wheel with

two projections on the wheel’s inner and outer portions. Bradshaw

rejected Hamilton’s idea on the basis that the necessary production

efforts and delays would outweigh the utility of the projections.

III. Bradshaw’s Patent Applications and Litigation Between the

Parties

Bradshaw founded Videray shortly after his termination from

Viken. In August 2019, Bradshaw filed a provisional patent

application for a chopper wheel design with projections. On July

28, 2020, he filed a Patent Cooperation Treaty (“PCT”) application

for the same invention. The World Intellectual Property

Organization (“WIPO”) published Bradshaw’s PCT application on

February 11, 2021.1

While Bradshaw was pursuing his patent applications, he and

Videray were engaged in ongoing litigation with Viken. In 2019,

Viken filed two lawsuits against Defendants for misappropriation

1 Although the amended complaint does not allege when WIPO

published the PCT application, Viken does not dispute that the

Court may take judicial notice of the publication date from the

face of the application. See Khoja v. Orexigen Therapeutics, Inc.,

899 F.3d 988, 1001-02 (9th Cir. 2018) (affirming the district

court’s judicial noticing of the filing date of a WIPO patent

application); Mizuho Orthopedic Sys., Inc. v. Allen Med. Sys.,

Inc., 610 F. Supp. 3d 367, 379 n.1 (D. Mass. 2022) (recognizing

that courts may take judicial notice of patent applications). In

any event, the Court’s rationale for dismissing Viken’s claims

does not turn on the date of publication of the PCT application.

of its trade secrets and confidential information in connection

with Defendants’ PX1 device. Defendants’ PX1 and PXUltra products

practice the chopper wheel projection invention. In a discovery

response during those lawsuits, Defendants mentioned that one of

Videray’s products contained “a lip feature around the inner and

outer diameter of the wheel” but did not state that Hamilton had

invented this feature. Dkt. 34-3 at 6. Defendants did, however,

produce the provisional patent application to Viken pursuant to a

protective order that permitted only Viken’s attorneys, general

counsel, and chief executive officer to view the document. Hamilton

was not authorized to view the application, and the Viken officers

allowed to do so were not familiar with Hamilton’s invention.

On October 2, 2020, the parties executed an agreement to

settle the two pending lawsuits (“the Settlement Agreement”). The

Settlement Agreement, which is governed by Massachusetts law,

contains mutual general releases. Viken’s “General Release” of

Defendants reads as follows:

Viken and [its founder] . . . hereby release, remise,

covenant not to sue, and forever discharge Mr. Bradshaw

and all of his personal representatives, heirs, next-

of-kin, legatees, assigns, agents, and attorneys

(“Bradshaw Releasees”) and Videray and its affiliates,

predecessors, successors, parents, subsidiaries,

assigns, shareholders, owners, officers, trustees,

directors, agents, insurers, attorneys, representatives

and employees (“Videray Releasees”) of and from all

claims, acts, debts, demands, actions, causes of action,

suits, counterclaims, dues, sums of money, accounts,

reckonings, judgments, covenants, contracts,

controversies, agreements, promises, representations,

damages and liabilities whatsoever of every name and

nature, both in law and in equity, known or unknown,

which against the Bradshaw Releasees and the Videray

Releasees [Viken and its founder] ever had, now have or

may have[] from the beginning of the world to the date

of this Agreement, including without limitation those

which relate in any way to or arise out of the [two

pending lawsuits].

Dkt. 18-1 ¶ 6. The Settlement Agreement also required Defendants

to “provide a full narrative accounting, signed under oath by Mr.

Bradshaw, . . . of any taking, use, or disclosure of Viken’s

confidential information and intellectual property” within one

week of execution of the agreement. Id. ¶ 1(b). Bradshaw’s

narrative did not mention Hamilton’s invention.

On March 26, 2024, the U.S. Patent and Trademark Office issued

the ’395 patent based on Bradshaw’s PCT application. The patent

lists Bradshaw as the sole inventor and Videray as the assignee.

LEGAL STANDARDS

I. Article III Standing

Under Article III’s case-or-controversy requirement, the

plaintiff must possess standing to bring his lawsuit, i.e., “a

‘personal stake’ in the case.” TransUnion LLC v. Ramirez, 594 U.S.

413, 423 (2021) (quoting Raines v. Byrd, 521 U.S. 811, 819 (1997)).

The plaintiff bears the burden of establishing standing. See id.

at 430-31. To meet this burden, he “must show (i) that he suffered

an injury in fact that is concrete, particularized, and actual or

imminent; (ii) that the injury was likely caused by the defendant;

and (iii) that the injury would likely be redressed by judicial

relief.” Id. at 423.

“A plaintiff must demonstrate standing ‘with the manner and

degree of evidence required at the successive stages of the

litigation.’” Id. at 431 (quoting Lujan v. Defs. of Wildlife, 504

U.S. 555, 561 (1992)). Thus, when a defendant moves to dismiss for

lack of standing under Rule 12(b)(1), courts generally credit all

well-pleaded facts in the complaint and ask whether the plaintiff

has plausibly alleged the three elements of standing. See In re

Fin. Oversight & Mgmt. Bd., 110 F.4th 295, 307-08 (1st Cir. 2024);

see also Wiener v. MIB Grp., Inc., 86 F.4th 76, 82 n.8 (1st Cir.

2023) (explaining that motions to dismiss for lack of standing are

properly brought under Rule 12(b)(1)).2

II. Failure to State a Claim

To survive a motion to dismiss for failure to state a claim

under Rule 12(b)(6), a complaint must allege “a plausible

entitlement to relief.” Bell Atl. Corp. v. Twombly, 550 U.S. 544,

559 (2007). “While a complaint attacked by a Rule 12(b)(6) motion

2 Defendants purport to bring a factual challenge to Viken’s

Article III standing. A factual challenge to subject matter

jurisdiction contests “the accuracy (rather than the sufficiency)

of the jurisdictional facts asserted by the plaintiff.”

Valentin v. Hosp. Bella Vista, 254 F.3d 358, 363 (1st Cir. 2001).

When faced with a factual challenge to jurisdiction, a court may

consider extrinsic evidence submitted by the parties. See id. Here,

Defendants’ standing argument does not rely on documents extrinsic

to the complaint.

to dismiss does not need detailed factual allegations, a

plaintiff’s obligation to provide the grounds of his entitlement

to relief requires more than labels and conclusions, and a

formulaic recitation of the elements of a cause of action will not

do.” Id. at 555 (cleaned up). This standard requires a court to

“separate the complaint’s factual allegations (which must be

accepted as true) from its conclusory legal allegations (which

need not be credited).” Kando v. R.I. State Bd. of Elections, 880

F.3d 53, 58 (1st Cir. 2018) (quoting Morales-Cruz v. Univ. of P.R.,

676 F.3d 220, 224 (1st Cir. 2012)). The court must then determine

whether the factual allegations permit it “to draw the reasonable

inference that the defendant is liable for the misconduct alleged.”

Germanowski v. Harris, 854 F.3d 68, 72 (1st Cir. 2017) (quoting

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).

Many of Defendants’ arguments in support of dismissal --

namely, those based on release and the statute of limitations --

implicate affirmative defenses. See Martinez-Rivera v. Puerto

Rico, 812 F.3d 69, 73 (1st Cir. 2016) (“As a general matter,

statutes of limitations are affirmative defenses . . . .”); Ruiz-

Sanchez v. Goodyear Tire & Rubber Co., 717 F.3d 249, 252 (1st Cir.

2013) (“Release is an affirmative defense.”). Courts may grant a

motion to dismiss based on an affirmative defense “as long as

‘(i) the facts establishing the defense are definitively

ascertainable from the complaint and the other allowable sources

of information, and (ii) those facts suffice to establish the

affirmative defense with certitude.’” Burt v. Bd. of Trs. of the

Univ. of R.I., 84 F.4th 42, 50 (1st Cir. 2023) (quoting

Nisselson v. Lernout, 469 F.3d 143, 150 (1st Cir. 2006)).

DISCUSSION

I. Declaration of Ownership

Defendants argue that Viken’s claim for a declaration of

ownership of the ’395 patent should be dismissed because Viken

released this claim in the Settlement Agreement. Defendants assert

that this release provides a basis for dismissal both for lack of

standing under Rule 12(b)(1) and for failure to state a claim under

Rule 12(b)(6). As an affirmative defense, release implicates the

merits of a plaintiff’s claim rather than a court’s jurisdiction.

See Perry v. Merit Sys. Prot. Bd., 582 U.S. 420, 435 & n.9 (2017).

The Court therefore assesses Viken’s argument under the rubric of

Rule 12(b)(6). See United States ex rel. Winkelman v. CVS Caremark

Corp., 827 F.3d 201, 207 (1st Cir. 2016) (“[A]n affirmative defense

may serve as a basis for dismissal under Rule 12(b)(6).”). Viken

does not dispute the Settlement Agreement’s authenticity or argue

that the Court may not consider it in resolving Defendants’ motion

to dismiss. See Alt. Energy, Inc. v. St. Paul Fire & Marine Ins.

Co., 267 F.3d 30, 34 (1st Cir. 2001) (approving consideration of

a settlement agreement on a Rule 12(b)(6) motion where the

complaint “refer[red] to the [agreement] or its terms numerous

times,” the defendant’s “alleged liability . . . depend[ed]

directly upon whether the . . . claims [were] interpreted to have

been released,” and the plaintiff did not dispute the agreement’s

authenticity).

A “settlement agreement is a private contract . . . governed

by general contract law.” Wong v. Luu, 34 N.E.3d 35, 47 (Mass.

2015) (alteration in original) (quoting Warner Ins. Co. v. Comm’r

of Ins., 548 N.E.2d 188, 192 n.7 (Mass. 1990)). Under Massachusetts

law, contract interpretation poses “a question of law for the

court.” Gen. Hosp. Corp. v. Esoterix Genetic Lab’ys, LLC, 16 F.4th

304, 308 (1st Cir. 2021) (citing NTV Mgmt., Inc. v. Lightship Glob.

Ventures, 140 N.E.3d 436, 443 (Mass. 2020)). “When contract

language is unambiguous, it must be construed according to its

plain meaning.” Balles v. Babcock Power Inc., 70 N.E.3d 905, 911

(Mass. 2017); see Gen. Hosp., 16 F.4th at 308. Only if the contract

is ambiguous -- that is, if its language “can support a reasonable

difference of opinion as to the meaning of the words employed and

the obligations undertaken” -- may a court consider extrinsic

evidence. Balles, 70 N.E.3d at 911 (quoting Bank v. Thermo

Elemental Inc., 888 N.E.2d 897, 907 (Mass. 2008)); see Gen. Hosp.,

16 F.4th at 308. Courts “strive ‘whenever reasonably practical’ to

give every word meaning when interpreting a contract.” Wortis v.

Trs. of Tufts Coll., 228 N.E.3d 1163, 1176 (Mass. 2024) (quoting

DeWolfe v. Hingham Ctr., Ltd., 985 N.E.2d 1187, 1196 (Mass. 2013)).

Although “‘a release may be prompted by the settlement of a

specific dispute or resolution of a specific issue,’ . . . the

parties may choose to negotiate a general release that ‘operates

to settle all other, unrelated matters.’” Gen. Hosp., 16 F.4th at

309 (quoting Eck v. Godbout, 831 N.E.2d 296, 300-01 (Mass. 2005)).

This type of release “embraces everything included within its

terms,” even those matters “not specifically in the parties’ minds

at the time the release was executed.” Crocker v. Townsend Oil

Co., 979 N.E.2d 1077, 1086 (Mass. 2012) (first quoting Radovsky v.

Wexler, 173 N.E. 409, 410 (Mass. 1930); and then quoting Eck, 831

N.E.2d at 301). A general release may encompass causes of action

that had not yet accrued when the release was executed. See Gen.

Hosp., 16 F.4th at 310; Eck, 831 N.E.2d at 302. “The guiding

principle is that the plain meaning of the unambiguous terms of

the release control.” Gen. Hosp., 16 F.4th at 310.

The Settlement Agreement contains a general release by Viken

in Defendants’ favor. Specifically, Viken “release[d], remise[d],

covenant[ed] not to sue, and forever discharge[d]” Defendants:

of and from all claims, acts, debts, demands, actions,

causes of action, suits, counterclaims, dues, sums of

money, accounts, reckonings, judgments, covenants,

contracts, controversies, agreements, promises,

representations, damages and liabilities whatsoever of

every name and nature, both in law and in equity, known

or unknown, which against [Defendants] [Viken] ever had,

now ha[s] or may have[] from the beginning of the world

to the date of this Agreement, including without

limitation those which relate in any way to or arise out

of the [two pending lawsuits].

Dkt. 18-1 ¶ 6.

Viken does not dispute that this release encompasses claims

that it could have brought against Defendants as of the date the

parties executed the Settlement Agreement (October 2, 2020).

Defendants argue that at that point Viken could have sued to

determine ownership of the provisional and PCT patent applications

Bradshaw filed in August 2019 and July 2020, respectively. District

courts are split on whether a party may sue for a declaration of

ownership of a patent application before the patent is issued when,

as here, the ownership claim rests at least in part on a dispute

over inventorship. Compare Vita-Herb Nutriceuticals, Inc. v.

Probiohealth LLC, No. SACV 11-1463 DOC (MLGx), 2013 WL 271713, at

*3 (C.D. Cal. Jan. 23, 2013) (concluding that such a claim may be

brought), with Fin Brand Positioning, LLC v. Take 2 Dough Prods.,

Inc., 758 F. Supp. 2d 37, 42 (D.N.H. 2010) (holding to the

contrary).

But even if Viken could not have sued for a declaration of

ownership at the time the Settlement Agreement was executed, the

general release still bars Viken from bringing its ownership claim.

As Defendants argue, the Settlement Agreement not only released

claims Viken had against Defendants as of the date of its execution

but also released Defendants from any “acts” that “against

[Defendants] [Viken] ever had, now have or may have[] from the

beginning of the world to the date of this Agreement.” Dkt. 18-1

¶ 6. While this aspect of the release is awkwardly phrased, the

Court agrees with Judge Joun, who construed this same release in

a patent infringement suit between these parties, that the release

encompasses claims that are based on pre-Settlement Agreement

acts, even if those claims accrued only after execution of the

Settlement Agreement. See Videray Techs., Inc. v. Viken Detection

Corp., No. 23-cv-13035 (D. Mass. Sept. 30, 2024), Dkt. 30 at 13-

16. This language evinces the parties’ intent to broadly release

Defendants from all conduct that occurred before they signed the

Settlement Agreement. Construing the release to encompass only

claims that had accrued by that point would render meaningless the

inclusion of the term “acts” in the release. See Wortis, 228 N.E.3d

at 1176 (explaining that courts “strive ‘whenever reasonably

practical’ to give every word meaning when interpreting a contract”

(quoting DeWolfe, 985 N.E.2d at 1196)); see also Armstrong v. White

Winston Select Asset Funds, LLC, 648 F. Supp. 3d 230, 250 (D. Mass.

2022) (construing release covering “any and all claims,

counterclaims, demands, actions and causes of action . . . that

the Releasing Parties . . . have or may have against the Released

Parties . . . from the beginning of the world to the date of this

Agreement” to encompass “any claims related to [the Released

Parties’] conduct that occurred prior to the execution of the

[release]”).

Viken’s ownership claim is based on pre-Settlement Agreement

conduct and, thus, falls within the scope of the general release.

Viken claims it is the sole owner of the ’395 patent because its

employees assigned all inventions to it and either Hamilton or

Bradshaw invented the chopper wheel projections in 2017 while they

were Viken employees. Defendants asserted their ownership of the

invention when Bradshaw filed patent applications in August 2019

and July 2020. All of these acts that undergird Viken’s ownership

claim occurred before the parties executed the Settlement

Agreement in October 2020.

Moreover, the release expresses the parties’ intent to cover

“claims” and “acts” that “relate in any way to or arise out of

the” two lawsuits that the Settlement Agreement resolved. Dkt. 18-

1 ¶ 6. One of those suits concerned Defendants’ alleged

misappropriation of Viken’s trade secrets and confidential

information in connection with Defendants’ PX1 device. Viken

alleges that the PX1 device practices the invention claimed in the

’395 patent, which Defendants misappropriated from Viken. Viken’s

ownership claim therefore “relate[s]” to the prior lawsuits and is

encompassed by the release.

Viken asserts that the general release does not bar its

ownership claim because it already possessed legal title to the

’395 patent when the parties executed the Settlement Agreement. In

Viken’s view, it gained legal title at the moment Bradshaw filed

the underlying patent application because of Hamilton’s assignment

of inventions to it. See Bd. of Trs. of Leland Stanford Junior

Univ. v. Roche Molecular Sys., Inc., 583 F.3d 832, 842 (Fed. Cir.

2009) (explaining that an assignee’s “equitable title” in an

invention conceived by an assignor “converted to legal title no

later than the [patent] application’s filing date”). Defendants,

however, were actively asserting ownership of the invention

claimed in the ’395 patent before execution of the Settlement

Agreement by filing patent applications claiming the invention and

disclosing those applications to Viken in the prior litigation.

While Viken may be correct that its ownership rights in the ’395

patent commenced when the underlying patent application was filed,

it released its ability to assert those ownership rights as part

of the Settlement Agreement.

II. Correction of Inventorship

Defendants seek dismissal of Viken’s claim under 35 U.S.C.

§ 256 for correction of inventorship of the ’395 patent on two

grounds: first, that Viken lacks Article III standing to bring

this claim because Viken released its claim of ownership of the

patent and, thus, has no personal stake in resolution of the

inventorship question; and second, that Viken released the

inventorship claim in the Settlement Agreement. Because “a federal

court must resolve any doubts about [Article III] standing before

proceeding to adjudicate the merits of a given case,” DiCroce v.

McNeil Nutritionals, LLC, 82 F.4th 35, 39 (1st Cir. 2023) (quoting

United States v. Catala, 870 F.3d 6, 9 (1st Cir. 2017)), the Court

begins -- and ends -- with Defendants’ first argument.

“[A] plaintiff seeking correction of inventorship under § 256

can pursue that claim in federal court only if the requirements

for constitutional standing -- namely injury, causation, and

redressability -- are satisfied.” Larson v. Correct Craft, Inc.,

569 F.3d 1319, 1326 (Fed. Cir. 2009). To establish standing, a

plaintiff generally must show some financial interest in the

outcome of the inventorship question. See James v. J2 Cloud Servs.,

LLC, 887 F.3d 1368, 1373 (Fed. Cir. 2018); Larson, 569 F.3d at

1327. This financial interest may consist of the ownership rights

that flow from inventorship. See James, 887 F.3d at 1372-73. If

the plaintiff “lacks an ownership interest” in the patent and the

outcome of the inventorship claim “will not generate any other

direct financial rewards,” the plaintiff normally does not have

standing to pursue the claim. Larson, 569 F.3d at 1327. For

example, “[w]hen the owner of a patent assigns away all rights to

the patent,” he lacks a “‘concrete financial interest in the

patent’ that would support standing in a correction of inventorship

action.” James, 887 F.3d at 1373 (alteration in original) (quoting

Trireme Med., LLC v. AngioScore, Inc., 812 F.3d 1050, 1053 (Fed.

Cir. 2016)).3

The Court agrees with Defendants that Viken lacks standing to

pursue a claim for correction of inventorship of the ’395 patent.

As just explained, Viken released its claim for a declaration of

ownership of the patent as part of the Settlement Agreement. Having

done so, Viken has given up its right to assert ownership of the

patent and the financial interests associated with patent

ownership. Viken therefore lacks any financial stake in the outcome

of the inventorship dispute. See Vita-Herb Nutriceuticals, Inc. v.

Probiohealth, LLC, No. SACV 11-1463 DOC(MLGx), 2013 WL 1182992, at

*4 (C.D. Cal. Mar. 20, 2013) (finding no standing for an

inventorship claim because the plaintiff was “barred by the terms

of [a] General Release from pursuing any claim for co-ownership of

the [patent] and c[ould not] show any concrete financial interest

in the outcome of a suit for corrected inventorship”).

Viken stresses that courts often find a lack of standing in

this context based on a plaintiff’s assignment of patent rights,

see, e.g., Larson, 569 F.3d at 1326-27, whereas here, Viken has

not assigned away any interest it may have in the ’395 patent. An

3 A plaintiff without an ownership interest in an invention may

still establish standing to bring an inventorship claim by showing

a “concrete and particularized reputational injury” that “has an

economic component,” such as an effect on his employment prospects.

Shukh v. Seagate Tech., LLC, 803 F.3d 659, 663 (Fed. Cir. 2015).

Viken does not claim any reputational injury in this case.

assignment, however, is only one way in which a plaintiff may lose

the “ownership interest” in the patent or “other direct financial

rewards” necessary to support standing. Id. at 1327; see Krauser v.

Evollution IP Holdings, Inc., 975 F. Supp. 2d 1247, 1254-56 (S.D.

Fla. 2013) (explaining that the plaintiff suing for correction of

inventorship lacked a “concrete financial interest in the patents

at issue” where he was collaterally estopped from asserting

ownership of the patents). Viken’s release of its ownership claim

accomplished the same result. The Court therefore dismisses

Viken’s claim for correction of inventorship for lack of standing.

III. Rescission

That leaves Viken’s claim for rescission of the Settlement

Agreement. Viken alleges that rescission is warranted because

Defendants fraudulently induced it to enter into the Settlement

Agreement through their failure to disclose their theft of

Hamilton’s invention in 1) discovery in the prior litigation

between the parties and 2) the narrative Bradshaw submitted shortly

after execution of the Settlement Agreement. Defendants respond

that this claim is barred by the statute of limitations and fails

to state a plausible basis for relief. The Court concludes that

the rescission claim is untimely and, thus, does not address

Defendants’ alternative argument.

Defendants assert, and Viken does not dispute, that the

rescission claim rests on allegations of fraudulent

misrepresentation and is therefore subject to a three-year statute

of limitations under Massachusetts law. See Rodi v. S. New Eng.

Sch. of L., 389 F.3d 5, 17 (1st Cir. 2004); Fin. Res. Network,

Inc. v. Brown & Brown, Inc., 754 F. Supp. 2d 128, 157-58 (D. Mass.

2010). A fraudulent misrepresentation claim accrues when “a

plaintiff learns or reasonably should have learned of the

misrepresentation.” Rodi, 389 F.3d at 17 (quoting Kent v. Dupree,

429 N.E.2d 1041, 1043 (Mass. App. Ct. 1982)); see Davalos v. Bay

Watch, Inc., 240 N.E.3d 753, 757-58 (Mass. 2024) (explaining that

under the discovery rule, which applies to claims of fraudulent

misrepresentation, “a cause of action accrues when the plaintiff

discovers or with reasonable diligence should have discovered that

(1) [it] has suffered harm; (2) [its] harm was caused by the

conduct of another; and (3) the defendant is the person who caused

that harm” (quoting Magliacane v. Gardner, 138 N.E.3d 347, 357

(Mass. 2020))). “In this context, courts sometimes ask when

sufficient indicia of trouble -- storm warnings, so to speak --

should have been apparent to a reasonably prudent person.” Rodi,

389 F.3d at 17.

Viken’s rescission claim accrued no later than October 2020

when the parties executed the Settlement Agreement and Bradshaw

omitted from his post-settlement narrative that Defendants took

the invention allegedly conceived by Hamilton. According to the

amended complaint, Defendants disclosed to Viken Bradshaw’s

provisional patent application claiming the chopper wheel

projection invention during the litigation prior to execution of

the Settlement Agreement. From this disclosure, Viken knew

Defendants were claiming the invention in dispute.

Based on that information, Viken knew or reasonably should

have known by the time the parties executed the Settlement

Agreement and Bradshaw submitted his post-settlement narrative

that Defendants had taken Hamilton’s invention. “[U]nder the

‘collective knowledge’ doctrine, the ‘knowledge’ attributable to

a corporation is normally the sum of all of the knowledge possessed

by all of its employees, regardless of their position.” Humana,

Inc. v. Biogen, Inc., 666 F. Supp. 3d 135, 145 (D. Mass. 2023)

(quoting United States v. Bank of New Eng., N.A., 821 F.2d 844,

856 (1st Cir. 1987)), aff’d on other grounds, 126 F.4th 94 (1st

Cir. 2025); see Sunrise Props., Inc. v. Bacon, Wilson, Ratner,

Cohen, Salvage, Fialky & Fitzgerald, P.C., 679 N.E.2d 540, 543

(Mass. 1997) (“When an agent acquires knowledge in the scope of

[his] employment, the principal . . . is held to have constructive

knowledge of that information” (alterations in original) (quoting

DeVaux v. Am. Home Assurance Co., 444 N.E.3d 355, 358 (Mass.

1983))). While Hamilton may not have personally seen the

provisional application disclosed by Defendants, his knowledge of

the origins of the chopper wheel projection invention is imputed

to Viken. Thus, when Bradshaw omitted from his narrative that he

had stolen that invention, Viken had enough information to know

the truth.

Even if Hamilton’s knowledge were not imputed to the

corporation, Viken still reasonably should have discovered at that

time that Hamilton purported to be the inventor of the chopper

wheel projections. The parties were embroiled in litigation over

Defendants’ alleged misappropriation of trade secrets and

confidential information from Viken, so a reasonably prudent

company in Viken’s position would have investigated whether a Viken

employee had invented the chopper wheel projections claimed in

Bradshaw’s provisional application. That investigation would

readily have uncovered Hamilton’s purported conception of the

invention, as Hamilton and Bradshaw worked closely together while

Bradshaw was still at Viken.

In sum, the amended complaint makes clear that Viken’s

rescission claim accrued no later than October 2020. Viken filed

this lawsuit more than three years later in May 2024, so its claim

is time-barred. The Court therefore dismisses the rescission claim

under Rule 12(b)(6).4

4 Because the disclosure of the provisional patent application

during discovery in the prior lawsuits put Viken on notice of

Defendants’ misrepresentations, the Court need not address

Defendants’ argument that Viken also had constructive notice of

the misrepresentations from the publication of the PCT application

in February 2021.

ORDER

For the foregoing reasons, Defendants’ motion to dismiss

(Dkt. 26) is ALLOWED. Viken’s claim for correction of inventorship

(Count I) is dismissed without prejudice for lack of standing under

Rule 12(b)(1). Viken’s claims for a declaration of ownership of

the ’395 patent (Count II) and for rescission of the Settlement

Agreement (Count III) are dismissed with prejudice for failure to

state a claim under Rule 12(b)(6).

SO ORDERED.

/s/ PATTI B. SARIS

Hon. Patti B. Saris

United States District Judge