MEMORANDUM OPINION AND ORDER Partner Canada Biomedical International, Inc. (“PCBI”) sued Amgen, Inc. (“Amgen”) for breach of contract, breach of the duty of good faith and fair dealing, and unjust enrichment. Amgen contracted PCBI to assist Amgen with the sale of one of its manufacturing facilities. PCBI claims that it is entitled to a “success fee” under the contract because PCBI identified a buyer for the facility and, in its view, effected the sale of the facility to that buyer. Amgen moves to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6). See Notice of Mot., Dkt. 35. For the following reasons, Amgen’s motion to dismiss is GRANTED. PCBI may, however, move for leave to amend its claim for breach of the duty of good faith and fair dealing no later than July 25, 2018.BACKGROUND1I. The Operative ContractAmgen, a pharmaceutical company, contracted with PCBI, a consulting firm, to “assist [Amgen] with the identification, qualification, approach, [and] assessment of potential buyers” for the sale of one of Amgen’s manufacturing facilities. Am. Compl., Dkt. 29, Ex. A1.1(a). Under the contract between Amgen and PCBI (the “Contract”), PCBI first had to compile a list of potential buyers and submit the list to Amgen for its approval. See id. Ex. A at 10. PCBI was then required to contact the potential buyers and present the proposed transaction to them. See id. After ascertaining which parties were interested in the transaction, PCBI was required to submit a final list of interested buyers to Amgen. See id.Amgen was required to pay PCBI a monthly “service fee.” Id. Ex. A3.1(a). Additionally, the Contract required Amgen to pay PCBI a “success fee” if “the related transaction” was “completed as a result of the direct or indirect efforts of [PCBI]” and “ effected” during the Contract’s term or during a 12-month “tail period” following the Contract’s termination date.2 Id. Ex A.3.1(b). The term of the Contract began on December 16, 2013, and (after an extension) terminated on March 31, 2014. See id. Ex. A2.1; id.18. The Contract’s 12-month “tail period,” therefore, terminated on March 31, 2015. See id.19.II. PCBI Identifies AstraZeneca as a Potential BuyerOne of the candidates on PCBI’s initial list of potential buyers was AstraZeneca. See id.34. After Amgen’s approval of the initial list, in January 2014, PCBI approached AstraZeneca and presented the proposed sale in a detailed white paper. See id.35.Shortly after AstraZeneca’s internal evaluation of the facility, AstraZeneca told PCBI that it was no longer interested in purchasing the facility. See id.38. Accordingly, PCBI removed AstraZeneca from the list of potential buyers. See id.39. For the remainder of the Contract’s term — approximately two months — PCBI continued identifying and interviewing other prospective buyers but had no further contact with AstraZeneca. See id.III. AstraZeneca Contacts Amgen Directly and Proposes Purchasing the FacilityAfter the Contract’s “tail period” began, AstraZeneca apparently reconsidered its decision and contacted Amgen directly. See id.40. Over the next few months, and still within the tail period, AstraZeneca and Amgen engaged in direct negotiations for the purchase. See id.
40-41. Within the tail period of the Contract, AstraZeneca and Amgen entered into a preliminary “handshake agreement” for the sale of the facility. See id.45. PCBI was not involved in these negotiations or in the handshake agreement. See id.
