DCT

3:25-cv-02302

Ameranth Inc v. Brink Software Inc

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I. Executive Summary and Procedural Information

  • Parties & Counsel:
  • Case Identification: 3:25-cv-02302, S.D. Cal., 10/20/2025
  • Venue Allegations: Plaintiff alleges venue is proper in the Superior Court of California for San Diego County based on a forum selection clause in the governing agreement, Defendant Brink's status as a California corporation, and Defendant PAR's place of business in San Diego.
  • Core Dispute: Plaintiff alleges that Defendants breached a 2011 patent license agreement by failing to pay running royalties on their point-of-sale software system since March 2022.
  • Technical Context: The dispute concerns cloud-based point-of-sale (POS) software systems used in the restaurant and hospitality industry for functions including online ordering, menu hosting, and payment processing.
  • Key Procedural History: The parties executed the "Brink Agreement" in 2011, under which Defendants and their predecessors paid royalties until early 2020. Plaintiff alleges that after payments stopped, an unsuccessful mediation occurred in January 2021. The core of the dispute is whether the contractual definition of "Licensed Patents" extends the royalty obligation to patents that issued after the expiration of the patents originally enumerated in the agreement.

Case Timeline

Date Event
2005-07-26 Earliest Priority Date for U.S. Patents 11,276,130; 11,842,415; 11,847,587; and 12,293,425
2011-09-30 Brink Agreement executed between Ameranth and Brink Software
2014-09-XX Par Pharmaceutical Inc acquires Brink Software
2020-04-XX Defendants allegedly stop royalty payments and reports
2021-01-19 Parties attempt to mediate the dispute
2022-03-15 U.S. Patent No. 11,276,130 issues to Ameranth
2023-12-12 U.S. Patent No. 11,842,415 issues to Ameranth
2023-12-19 U.S. Patent No. 11,847,587 issues to Ameranth
2025-05-06 U.S. Patent No. 12,293,425 issues to Ameranth
2025-06-27 Defendants provide "Lear" notice regarding newly issued patents
2025-10-20 Complaint filed

II. Technology and Patent(s)-in-Suit Analysis

The complaint does not allege patent infringement. Instead, it alleges breach of a patent license agreement. The patents are relevant to defining the scope of the contractual obligations.

U.S. Patent No. 11,276,130: Information Management and Synchronous Communications System (Issued Mar. 15, 2022)

The Invention Explained

  • Problem Addressed: The patent's background describes the historical limitations of using pen-and-paper systems for ordering and reservations in the hospitality industry and the challenges of adapting early personal digital assistants (PDAs) with small screens and limited software for these tasks (Compl. ¶6; ’130 Patent, col. 1:11-2:4).
  • The Patented Solution: The invention describes a system for generating and synchronizing computerized menus between a central database and multiple remote devices, such as wireless handhelds or web-based systems (’130 Patent, col. 2:18-38). This allows for real-time communication and data consistency across different platforms used for ordering, reservations, and wait-list management (’130 Patent, Fig. 9). The system also contemplates integrating manual inputs, like handwritten notes or voice commands, with structured menu selections (’130 Patent, col. 4:9-24).
  • Technical Importance: This technology addresses the need for an integrated digital solution in hospitality that combines the flexibility of manual ordering with the efficiency and synchronization of a computerized database across multiple devices and platforms (’130 Patent, col. 2:5-20).

Key Claims at a Glance

  • No claims are asserted for infringement in the complaint, as the dispute centers on breach of contract (Compl. ¶6). The complaint alleges this patent falls under the agreement's definition of "Licensed Patents," thereby triggering a royalty obligation (Compl. ¶¶55-57).

U.S. Patent No. 11,842,415: Intelligent Web Server with Multi-Modes of Contact... (Issued Dec. 12, 2023)

The Invention Explained

  • Problem Addressed: Similar to the ’130 Patent, this patent addresses the need for an integrated digital solution to replace paper-based systems in hospitality for tasks like ordering and reservations (’415 Patent, col. 1:32-2:8). It notes the difficulty of creating user-friendly menus on devices with limited display areas and maintaining database synchronization (’415 Patent, col. 2:50-61).
  • The Patented Solution: The patent describes an "intelligent web server" that manages communications across a network of devices using multiple protocols ("multi-modes of contact") (’415 Patent, Abstract). The system is designed to synchronize data between a central server, wireless handheld devices, and web interfaces, ensuring consistency for reservations and orders placed through different channels (’415 Patent, Fig. 9).
  • Technical Importance: The invention aims to provide a unified platform that allows diverse devices (e.g., handhelds, web browsers) to interact with a central hospitality management system in real-time, which is critical for managing restaurant operations like ordering and reservations efficiently (’415 Patent, col. 2:25-47).

Key Claims at a Glance

  • No claims are asserted for infringement in the complaint (Compl. ¶6). The complaint alleges this patent, as a continuation of patents tracing priority back to one of the originally licensed patents, falls within the contractual definition of "Licensed Patents" (Compl. ¶¶56-57).

III. The Licensed Instrumentality

Product Identification

The Brink POS software system, a cloud-based point-of-sale platform for the restaurant industry (Compl. ¶14). The complaint notes that Defendants began rebranding the system from "Brink POS" to "PAR POS" in or around September 2024 (Compl. ¶52).

Functionality and Market Context

The complaint alleges the Brink POS system is a "customer/consumer online/mobile and/or call center food/drink ordering and/or menu hosting" service, which falls within the "Field of Use" defined in the license agreement (Compl. ¶¶10, 46). Marketing materials attached to the complaint describe it as a cloud-based platform that enhances guest experiences and drives efficiency through seamless integrations and an open API (Compl. ¶50; Compl. Exh. T). A PAR presentation slide depicts the Brink POS as the central "hub" of the PAR Brink POS Ecosystem, connecting functionalities like mobile online ordering, loyalty programs, and reporting (Compl. ¶51; Compl. Exh. U, p. 9). Defendants allegedly continued to market and sell the system through at least May 2025 (Compl. ¶63).

IV. Analysis of Breach of Contract Allegations

The central dispute is whether Defendants' royalty obligations under the 2011 Brink Agreement extend to patents that issued after the expiration of the three patents originally listed in the agreement. Plaintiff alleges the agreement's definition of "Licensed Patents" explicitly includes future patents in the same family, and that Defendants' failure to pay royalties on their Brink POS system since March 2022 constitutes a breach.

Contractual Obligation (from Brink Agreement) Alleged Breach by Defendants Complaint Citation Agreement Citation
Make quarterly running royalty payments for Brink's "online/mobile food/drink ordering/menu hosting system/service." Defendants stopped making royalty payments and providing financial reports beginning in April 2020 and have not paid royalties owed from March 15, 2022 onward. ¶¶32, 76 Exh. A, § 5.2
The term "Licensed Patents" includes not only U.S. Patent Nos. 6,384,850; 6,871,325; and 6,982,733, but also "all patents claiming priority from any application from which any of the foregoing patents issued (including... continuations, continuations-in-part...)." Defendants contend that the agreement expired in January 2018 when the original patents expired and that the definition of "Licensed Patents" does not include later-issued patents. ¶¶34a, 81; Exh. H Exh. A, § 1.3
Mark products/services covered by the Licensed Patents with applicable patent numbers. Defendants' product manuals from 2019 through May 2025 identify certain Ameranth patents (e.g., 8,146,077) as "pertain[ing] to the Brink POS software suite," which Plaintiff alleges is an acknowledgment of the agreement's continued existence and scope. ¶¶40-41, 43; Exh. P, p. ii Exh. A, § 4.2
  • Identified Points of Contention:
    • Scope Questions: A primary issue is whether the contractual term "all patents claiming priority" creates a royalty obligation that persists through the life of the last-to-expire patent in the family, or if the obligation was limited to the term of the three originally enumerated patents.
    • Factual Questions: The complaint raises the question of whether Defendants' continued sales of the Brink POS / PAR POS system constitute use of a licensed product within the contract's "Field of Use," thereby triggering royalty payments for the period in question (Compl. ¶¶46, 63). Defendants' own correspondence appears to contest this, claiming Brink "has not sold or licensed any products in at least the last five years" (Compl. ¶59; Exh. C).

V. Key Contractual Terms for Interpretation

The Term: "Licensed Patents"

Context and Importance

The definition of this term is the central issue of the case. Its interpretation determines whether the royalty obligations under the 2011 agreement extend to patents that issued in 2022 and beyond, or if the obligation expired in 2018 with the original patents. Practitioners may focus on this term because its forward-looking language is the basis for Plaintiff's claim to over $45 million in unpaid royalties.

Intrinsic Evidence for Interpretation

  • Evidence for a Broader Interpretation: The agreement defines "Licensed Patents" to "mean United States Patent Nos. 6,384,850; 6,871,325, and 6,982,733... and all patents claiming priority from any application from which any of the foregoing patents issued (including counterparts, divisionals, continuations, continuations-in-part, substitutions, and renewals)" (Compl. ¶18; Exh. A, § 1.3). Plaintiff also alleges that Defendants' own product manuals, which marked the Brink POS product with a later-issued Ameranth patent (U.S. Patent No. 8,146,077), demonstrate Defendants' understanding that the license extended beyond the original three patents (Compl. ¶¶40-41).
  • Evidence for a Narrower Interpretation: The complaint attaches correspondence in which Defendants allegedly assert a contrary view, stating, "The only patents that qualify as 'Licensed Patents' in the Brink license agreement are U.S. Patent Nos. 6,384,850, 6,871,325, and 6,982,733" and that the license expired on January 29, 2018 (Compl. ¶34a; Exh. H).

VI. Other Allegations

  • Declaratory Relief: Plaintiff seeks a judicial declaration that Defendants are obligated to provide quarterly reports and make royalty payments for the period from March 15, 2022, through June 26, 2025, based on the agreement's definition of "Licensed Patents" (Compl. ¶¶80-83).
  • Unjust Enrichment: Plaintiff alleges that Defendants have obtained and retained the benefits of the Brink Agreement, including by marking their products with Ameranth's patents, without paying the required royalties, and have therefore been unjustly enriched at Plaintiff's expense (Compl. ¶¶85-89).

VII. Analyst’s Conclusion: Key Questions for the Case

This case appears to be a contract dispute centered on the interpretation of a patent license, rather than a direct patent infringement action. The key questions for the court will likely be:

  • A core issue will be one of contractual interpretation: Does the definition of "Licensed Patents" in the 2011 agreement unambiguously extend royalty obligations to cover patents that issued after the expiration of the three originally enumerated patents, as Plaintiff alleges?
  • A second issue will be one of duration and termination: Did the royalty obligation under the agreement terminate, as Defendants allegedly contend, when the initial patents expired, or does it continue for the life of the last-to-expire patent covered by the agreement's definition?
  • A key factual question will be one of continued use: Does the evidence show that Defendants continued to sell a product falling within the contract's "Field of Use" during the disputed royalty period, thereby triggering a payment obligation if the agreement is found to be ongoing?