Goodbye Vanilla, LLC v. Aimia Proprietary Loyalty U.S. Inc.

304 F. Supp. 3d 815
CourtDistrict Court, D. Maine
DecidedJanuary 18, 2018
DocketCase No. 16–cv–0013 (WMW/SER)
StatusPublished
Cited by6 cases

This text of 304 F. Supp. 3d 815 (Goodbye Vanilla, LLC v. Aimia Proprietary Loyalty U.S. Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Goodbye Vanilla, LLC v. Aimia Proprietary Loyalty U.S. Inc., 304 F. Supp. 3d 815 (D. Me. 2018).

Opinion

Wilhelmina M. Wright, United States District Judge

This lawsuit arises from a dispute between two companies over work product created for a contract pitch. Plaintiff Goodbye Vanilla, LLC (Goodbye Vanilla) is a marketing consulting company with entertainment industry experience. Defendant Aimia Proprietary Loyalty U.S. Inc.1 (Aimia) is a business that runs loyalty programs. After the relationship between Goodbye Vanilla and Aimia soured, Goodbye Vanilla initiated this lawsuit. Aimia now moves for summary judgment on all counts. (Dkt. 99.) For the reasons addressed below, the Court grants in part and denies in part Aimia's motion.

BACKGROUND

Drew Pearson, the founder of Goodbye Vanilla, was professionally acquainted with Chris McLaren, an Aimia employee. On August 1, 2014, Aimia received a request for proposal from Sony Pictures Entertainment (Sony) inviting Aimia to submit a pitch for a contract to create a computer-based loyalty program for the Wheel of Fortune television program. As a result of the professional acquaintance between McLaren and Pearson, Aimia invited Goodbye Vanilla to participate in the Wheel of Fortune pitch to Sony. The parties executed a written mutual nondisclosure agreement governing the use and exchange of confidential information, but the parties did not execute a written contract addressing the scope of work that each party would perform on the pitch to Sony *819or on any ensuing project with Sony. Consequently, the parties dispute the precise nature and scope of Goodbye Vanilla's participation in the pitch process.

Goodbye Vanilla alleges that the parties agreed it would provide "ongoing expertise and consulting services ... regarding television and entertainment marketing strategies, programs, and systems" during both the pitch process and the duration of Aimia's relationship with Sony. Aimia argues that it invited Goodbye Vanilla to contribute "TV industry-related advisory services" for the Sony pitch. One specific service that the parties agree Goodbye Vanilla provided was research on how to use Nielsen Data Fusion, an analytical modeling tool that provides consumer and market data. Goodbye Vanilla also participated in Aimia's in-person pitch presentation to Sony in California.

On December 4, 2014, Aimia learned that it won the contract from Sony. Aimia and Sony did not execute a scope of work agreement at that time. At some point, Aimia became aware that Sony was not interested in contracting for the services attributed to Goodbye Vanilla, and Aimia instructed Goodbye Vanilla in March 2015 to put its Sony-related work on hold. The parties' relationship disintegrated. Goodbye Vanilla asserts that Aimia intentionally pushed Goodbye Vanilla out of the Sony project, contravening the parties' unwritten agreement. Aimia contends that Sony contracted for only a portion of Aimia's proposed services, and it was Sony's choice not to include Goodbye Vanilla's services in the contract between Sony and Aimia. Goodbye Vanilla subsequently commenced this lawsuit.

In its complaint, Goodbye Vanilla asserted nine counts against Aimia, three of which it subsequently dismissed.2 Of the remaining counts, Count III alleges misappropriation of trade secrets under the Minnesota Uniform Trade Secrets Act, Minn. Stat. §§ 325C.01 et seq. Count IV asserts a breach-of-contract claim alleging that Aimia violated the nondisclosure agreement. Counts V and VI, respectively, allege breach of a joint-venture agreement and breach of fiduciary duty arising from a joint-venture agreement. And Counts VII and VIII allege promissory estoppel and unjust enrichment. Aimia moves for summary judgment, and Goodbye Vanilla opposes the motion.

ANALYSIS

I. Legal Standard

Summary judgment is proper when the record establishes that there is "no genuine dispute as to any material fact" and the moving party is "entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). A material fact is one that "might affect the outcome of the suit." Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). When "the evidence is such that a reasonable jury could return a verdict for the non-moving party," a genuine dispute exists. Id. However, " 'the mere existence of some alleged factual dispute will not defeat an otherwise properly supported motion for summary judgment' if there is 'no genuine issue of material fact.' " Vacca v. Viacom Broad. of Mo., Inc. , 875 F.2d 1337, 1339 (8th Cir. 1989) (quoting Anderson , 477 U.S. at 247-48, 106 S.Ct. 2505 ). A nonmoving party asserting that a fact is genuinely disputed must cite to "particular parts of materials in the record" that support the assertion and demonstrate the existence of specific facts that create a genuine issue for trial. Fed. R. Civ. P. 56(c)(1)(A) ; accord *820Krenik v. Cty. of Le Sueur , 47 F.3d 953, 957 (8th Cir. 1995). When deciding a motion for summary judgment, a court construes the evidence in the light most favorable to the nonmoving party, drawing all reasonable inferences in favor of that party. See Windstream Corp. v. Da Gragnano , 757 F.3d 798, 802-03 (8th Cir. 2014).

II. Improper Use and Disclosure of Confidential Information

Goodbye Vanilla asserts that Aimia misappropriated Goodbye Vanilla's trade secrets, in violation of Minnesota law, and misused Goodbye Vanilla's proprietary and confidential information, in violation of the parties' nondisclosure agreement. Each claim is analyzed in turn.

A. Misappropriation of Trade Secrets

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Bluebook (online)
304 F. Supp. 3d 815, Counsel Stack Legal Research, https://law.counselstack.com/opinion/goodbye-vanilla-llc-v-aimia-proprietary-loyalty-us-inc-med-2018.