A Vendor Relationship Gone Wrong

This Could Be Your Vendor Relationship

In Brainchild Surgical Devices, LLC v. CPA Global Limited (4th Cir. 2025), a medical device company sued its patent renewal service provider for overcharging and hiding markups behind vague invoices. The Fourth Circuit just handed down a decision that’s not only important for IP-heavy companies but also offers lessons for any business that relies on third-party service providers or regularly enters into complex service contracts.

So, how could this apply to you?

1. You Rely on Vendors or Contractors Who Bill You with “All-In-One” Fees

If you’ve ever received an invoice with a single lump-sum charge and no real breakdown of the costs, this case is a warning. Brainchild alleged that CPA Global padded its fees and concealed those markups by bundling charges and avoiding itemization.

Takeaway: If you’re entering a service agreement, insist on clarity, not just about what you’re paying, but why you’re paying it. And be sure the contract reflects that in clear, enforceable language.

2. You Think You’re Protected by “Plain Language” in the Contract

Brainchild argued the agreement had to mean CPA couldn’t charge more than its actual costs. The Fourth Circuit disagreed, holding that the words “relates to” weren’t specific enough to create a pass-through obligation.

Takeaway: Courts interpret contracts by their plain language. If your contract says, “relates to costs,” that’s very different from “limited to actual costs.” If something matters to your bottom line, spell it out explicitly.

3. You’ve Had a Falling Out with a Service Provider and Wonder If You Can Still Sue

CPA tried to argue that because Brainchild paid the invoices without raising objections first, it couldn’t later claim breach. The court rejected that, saying nothing in the contract required a prepayment dispute to preserve claims.

Takeaway: Paying a bill doesn’t always mean you’ve waived your right to sue. But make sure you review contract notice provisions to understand your obligations in the event of a dispute.

The case is a real-world example of how vague contract language, bundled billing practices, and mismanaged litigation strategy can backfire—even in highly technical, business-to-business relationships.

If your company uses outside vendors, technology services, or any other third-party operations, this case serves as a reminder to review your service agreements now, before a dispute arises.

This post is for informational purposes only and does not constitute legal advice.  If you have questions about your specific situation, you should contact a lawyer for assistance.  Nothing herein is intended to create any attorney-client relationship between you and DLM LAW.