A Delaware court has ruled in favor of bioMérieux, Inc., dismissing claims brought by KMC Systems, Inc. in a contract dispute involving a Master Services Agreement (MSA). The court's decision, issued on September 17, 2026, affects KMC's claims for breach of contract and unjust enrichment, which centered around pricing adjustments for manufactured products.
The case, KMC Systems, Inc. v. bioMérieux, Inc., was filed under docket number N25C-12-451 KMM CCLD. The ruling came after bioMérieux filed a motion to dismiss KMC's claims, arguing that the MSA did not provide for post-performance payment adjustments.
Background
KMC Systems, Inc. is a manufacturer of mass spectrometry diagnostic instruments, while bioMérieux, Inc. is a global leader in in vitro diagnostics. The two companies entered into a Master Services Agreement on July 10, 2020, which outlined the terms of their commercial relationship, including pricing and payment for products manufactured by KMC for bioMérieux.
The dispute arose after KMC claimed that bioMérieux owed them additional payments due to increased raw material costs. KMC contended that the MSA included a mechanism for adjusting prices after delivery, which bioMérieux denied. Following unsuccessful negotiations, the parties mutually agreed to terminate the MSA in December 2024, but KMC's claim regarding the pricing adjustments was expressly excluded from this termination agreement.
The Ruling
The court ruled in favor of bioMérieux, granting the motion to dismiss KMC's claims. The judge noted that the MSA and its related documents did not create an obligation for a purchase price adjustment, stating, "The MSA and related agreements simply do not create such an obligation. Thus, Count I fails to state a claim." The judge further explained that KMC's unjust enrichment claim could not stand because it was based on the same alleged price adjustment obligation that was not supported by the contract.
Judge Miller presided over the case and emphasized that the interpretation of the contract was clear and unambiguous. The court found that KMC had failed to establish a reasonable claim for breach of contract, as the MSA did not include provisions for post-delivery price adjustments or reimbursements for increased costs.
Impact
This ruling has significant implications for KMC Systems as it eliminates their claims for additional payments from bioMérieux. The decision reinforces the importance of clear contract language and the necessity for parties to explicitly outline any pricing adjustment mechanisms within their agreements. Without such provisions, claims for adjustments based on increased costs may not be enforceable.
The dismissal of KMC's unjust enrichment claim also underscores the principle that a contractual relationship typically precludes claims for unjust enrichment when an express contract governs the subject matter of the dispute. This ruling may set a precedent for similar cases where parties seek to recover additional payments based on implied obligations not explicitly stated in their contracts.
What's Next
Details were not available in the court filing regarding whether KMC intends to appeal the decision. However, the dismissal of their claims leaves them with limited options moving forward in this dispute with bioMérieux.