Summary: Case calls for calculation of lost profits damages due to patent infringement.
| TEXONA HIGHWAY CONSTRUCTION | ||||||||||
| Texona is a fast-growing state in the American Southwest. The fast growth makes it necessary | ||||||||||
| for the Texona State Department of Highways (DOH) to construct new highways and widen | ||||||||||
| existing highways. The DOH carries out highway construction by means of competitive bidding | ||||||||||
| by qualified highway construction companies. | ||||||||||
| One of the qualified highway construction companies is Salsa Inc. Salsa has developed and | ||||||||||
| registered a patent for containing noise caused by highway construction, which is extremely loud | ||||||||||
| and for which DOH has to pay compensation to homeowners and businesses located near highway | ||||||||||
| construction projects. The Salsa patent effectively contains construction noise, and significantly | ||||||||||
| lowers the amount of compensation paid by DOH to the homeowners and businesses disturbed by | ||||||||||
| the din of highway construction. The Salsa patent is for a containing wall that is built on both | ||||||||||
| sides of a highway under construction. The containing wall is 16 feet high, and consists of | ||||||||||
| reinforced concrete posts that are grooved to accept concrete panels with matching tongues. | ||||||||||
| The patent covers the posts as a product, and also their method of manufacture. The wall is | ||||||||||
| permanent, and remains to reduce traffic noise after highway construction is completed. | ||||||||||
| Both the posts and the panels are manufactured onsite from molds into which are poured | ||||||||||
| liquid concrete, reinforced by steel rebar. The posts are 24 feet long, with 8 feet inserted | ||||||||||
| and concreted into post holes, and 16 feet protruding above ground. The posts are on 16 | ||||||||||
| foot centers, and support the 16 by 16 foot panels. These Salsa walls are known as hushwalls. | ||||||||||
| Since hushwalls have proven very effective, DOH highway construction specifications since | ||||||||||
| 2002 included sound muffling standards that hushwalls can meet, but which no competing product | ||||||||||
| has been able to satisfy. When DOH introduced the sound muffling standards on January 1, 2003, | ||||||||||
| strong protests came from Salsa's highway construction competitors, who feared that they could | ||||||||||
| no longer compete for contracts against Salsa, and would be forced out of business. | ||||||||||
| DOH responded by pointing out that highway contractors still had several options. They | ||||||||||
| could develop new noninfringing hushwalls that met the standards, or they could arrange | ||||||||||
| for Salsa to be their subcontractor for the hushwall portion of highway contracts, or they | ||||||||||
| could purchase licenses from Salsa to use the Salsa patent in exchange for paying an agreed | ||||||||||
| royalty. This satisfied some contractors, but others were resentful, and resolved not to be | ||||||||||
| pushed into using Salsa as a subcontractor or licensor, or to spend money on R&D to invent | ||||||||||
| new methods to muffle construction noise. | ||||||||||
| Starting on June 30, 2003, some contractors won highway contracts by infringing the Salsa patent. | ||||||||||
| Each time, Salsa sent lawyer's letters to the infringers to cease and desist. But none of these | ||||||||||
| letters had any effect. In order to protect its rights, Salsa was compelled to sue the infringers. | ||||||||||
| Salsa sued the infringers for lost profits from lost sales of Hushwall due to infringement. Salsa's | ||||||||||
| lawsuit filing pointed out that the infringers had illegally sold Hushwall at a competitive price, which | ||||||||||
| was lower than the price that Salsa would have commanded as the sole supplier of Hushwall. This | ||||||||||
| is known by the legal term "price erosion." | ||||||||||
| The lawsuit was filed on December 1, 2005 and the infringements ceased by December 31, | ||||||||||
| 2005. After the defendants filed their response, there were the usual written interrogatories, | ||||||||||
| depositions of fact and expert witnesses and pretrial motions. The trial was scheduled to begin | ||||||||||
| on June 1, 2006 and was expected to end on June 30, 2006. Therefore damages awarded by the | ||||||||||
| court would be payable on June 30, 2006. So Salsa would not recover 2003-2005 lost profits | ||||||||||
| until June 30, 2006. | ||||||||||
| You have been asked by Salsa's lawyers to prepare its damage study to be filed with the court. | ||||||||||
| For this engagement you have gathered the following information. | ||||||||||
| Salsa Income Statements | All figures in $'000, except percentages. | |||||||||
| Cost | Gross | Gross | SG&A* | Pretax | ||||||
| Year | Revenues | of Sales | Profit | Profit % | Expenses | Profit | ||||
| 1996 | $21,193 | $18,387 | $2,806 | 13.2% | $1,217 | $1,589 | ||||
| 1997 | $15,878 | $14,586 | $1,292 | 8.1% | $1,096 | $196 | ||||
| 1998 | $14,471 | $12,880 | $1,591 | 11.0% | $1,200 | $391 | ||||
| 1999 | $12,056 | $10,928 | $1,128 | 9.4% | $1,081 | $47 | ||||
| 2000 | $9,706 | $8,593 | $1,113 | 11.5% | $1,251 | -$138 | ||||
| 2001 | $14,386 | $13,137 | $1,249 | 8.7% | $1,166 | $83 | ||||
| 2002 | $16,220 | $13,857 | $2,363 | 14.6% | $1,022 | $1,341 | ||||
| 2003 | $9,091 | $8,424 | $667 | 7.3% | $1,061 | -$394 | ||||
| 2004 | $3,248 | $2,792 | $456 | 14.0% | $1,018 | -$562 | ||||
| 2005 | $7,761 | $6,894 | $867 | 11.2% | $1,123 | -$256 | ||||
| Total | $124,010 | $110,478 | $13,532 | 10.9% | $11,235 | $2,297 | ||||
| * | SG&A = Selling, General and Administrative | |||||||||
| Hushwall | Hushwall | Hushwall | Hushwall | Hushwall | ||||||
| Hushwall | Direct | Gross | Gross | Square | Revenue per | |||||
| Revenue# | Cost | Profit | Profit % | Feet | Square Foot | |||||
| 2003 | $987 | $648 | $339 | 34.3% | 59 | $16.73 | ||||
| 2004 | $493 | $393 | $100 | 20.3% | 37 | $13.32 | ||||
| 2005 | $732 | $587 | $145 | 19.8% | 56 | $13.07 | ||||
| # | The Salsa 2003 hushwall revenue is from a Texona high- | |||||||||
| way contract awarded on February 12, 2003. | ||||||||||
| Contracts With Infringing Hushwalls | All figures in '000, except percentages. | |||||||||
| Contract | Total | Total | Total | Total | Hushwall | Hushwall | Hushwall | Hushwall | Hushwall | |
| Award | Contract | Contract | Gross | Gross | Hushwall | Direct | Gross | Gross | Square | Revenue per |
| Date | Revenue | Direct Cost | Profit | Profit % | Revenue | Cost | Profit | Profit % | Feet | Square Foot |
| 6/30/2003 | $38,371 | $33,965 | $4,406 | 11.5% | $3,931 | $3,293 | $638 | 16.2% | 301 | $13.06 |
| 12/31/2003 | $107,063 | $97,702 | $9,361 | 8.7% | $10,373 | $8,183 | $2,190 | 21.1% | 801 | $12.95 |
| 6/30/2004 | $33,398 | $30,001 | $3,397 | 10.2% | $3,489 | $2,731 | $758 | 21.7% | 262 | $13.32 |
| 6/30/2005 | $38,576 | $34,867 | $3,709 | 9.6% | $3,977 | $3,281 | $696 | 17.5% | 302 | $13.17 |
| 12/31/2005 | $678,690 | $600,560 | $78,130 | 11.5% | $70,982 | $56,421 | $14,561 | 20.5% | 5,214 | $13.61 |
| Total | $896,098 | $797,095 | $99,003 | 11.0% | $92,752 | $73,909 | $18,843 | 20.3% | 6,880 | $13.48 |
| NOTE: | ||||||||||
| Any damages awarded at trial for lost profits are subject to taxation. Therefore, when calculating | ||||||||||
| damages, you need to do so on a before-tax basis. Salsa cost of equity since 2003 has been 16%, | ||||||||||
| and cost of long-term debt has been 12%. Salsa's tax rate is 35%.x Salsa capital structure is 60% | ||||||||||
| equity and 40% debt. | ||||||||||
| The law on patent infringement used to allow recovery of damages for lost profits on "convoyed" | ||||||||||
| sales. Convoyed sales are items that are usually sold along with the infringed product. For example, | ||||||||||
| sales of desktop computers are usually accompanied by sales of computer monitors and printers. | ||||||||||
| That makes sales of computer monitors and printers "convoyed" sales of desktop computers. By the | ||||||||||
| same token, convoyed sales for cellphones are sales of car chargers, home chargers, earpieces and | ||||||||||
| belt clips for cell phones. This approach was known as the "entire market value" rule. | ||||||||||
| More recently, the courts have restricted damages for convoyed sales to unpatented items that are | ||||||||||
| technically related to the infringed item. For example, unpatented spare parts for a patented machine. | ||||||||||
| A 1995 decision in Rite-Hite Corporation et al v. Kelley Company, Inc.clarified the damages | ||||||||||
| which may be recovered for "convoyed sales." The Rite-Hite decision restricted the patent owner's | ||||||||||
| damages by imposing a new limit on the "entire market value" rule. Rite-Hite's patent was for a | ||||||||||
| levelling device for trucks backed up to a cargo loading dock. Typically, when selling the patented | ||||||||||
| device, both Rite-Hite and the nfringer also sold an unpatented restraining device or hook which | ||||||||||
| secured the truck against inadvertent movement away from the loading dock. This provided | ||||||||||
| substantial safety, e.g. for fork-lift operators driving palleted loads into the truck. Nonetheless, | ||||||||||
| Rite-Hite's claim for damages from lost sales of the restraining devices was disallowed because there | ||||||||||
| was no real "functional" interaction between the two devices. This now appears to be the essential | ||||||||||
| test for application of the so-called "convoyed goods" or "entire market value" rule, rather than a | ||||||||||
| mere marketing or commercial relationship. | ||||||||||
| The 1995 Fonar case involved a patent on a magnetic resonance imaging (MRI) machine | ||||||||||
| component permitting generation of multiple images at different orientations ("multi angle oblique", | ||||||||||
| MAO). The damages award had two components: (1) recovery of $27,825,000 lost profits from | ||||||||||
| 75 MRI sales, and (2) $34,125,000 for another 525 infringing units. Both awards were based on | ||||||||||
| the "entire market value" of the MRI machines, even though only the MAO component was patented. | ||||||||||
| The importance of the "entire market value" rule is illustrated by the finding that the Fonar patent | ||||||||||
| owner had actually sold the patented MAO component as a separate and distinct feature for only | ||||||||||
| about $1,000 to $1,500, or as part of the MRI machines, even though only the MAO component | ||||||||||
| was patented. The importance of the "entire market value" rule is illustrated by the finding that the | ||||||||||
| Fonar upgrade package was worth $15,000. By basing the damages calculation on the total value | ||||||||||
| of the MRI machine, Fonar's recovery of damages was from 18 to 65 times the established sales | ||||||||||
| price of the patented item when it was sold separately. | ||||||||||
| Assignment | ||||||||||
| 1. Estimate damages for lost operating profit 2003-2005 from lost sales due to infringement | ||||||||||
| 2. Estimate damages for lost operating profit 2003-2005 from margin erosion. | ||||||||||
| 3. Should there be damages for lost profits on "convoyed" sales in this case? This is a complex legal | ||||||||||
| issue, and we are not asking you for a professional legal analysis. | ||||||||||
| We simply want you to apply critical thinking as best you can. Explain your answer clearly and | ||||||||||
| completely, with reasoning to support your points. | ||||||||||
| 4. You should calculate lost profit damages on convoyed sales, so that the court can consider them, | ||||||||||
| if it wishes. | ||||||||||
| 5. Calculate the total value of all the damages as of June 30, 2006, which is the estimated date of | ||||||||||
| the completion of the patent infringement trial. | ||||||||||
| You may assume that profits are earned equally throughout the year, which is equivalent to assuming | ||||||||||
| that each year's profits are earned on June 30 of that year. | ||||||||||