LPD N.Y., LLC v. Adidas Am., Inc.

295 F. Supp. 3d 275
CourtDistrict Court, E.D. New York
DecidedDecember 11, 2017
Docket15–CV–6360 (MKB) (RLM)
StatusPublished
Cited by5 cases

This text of 295 F. Supp. 3d 275 (LPD N.Y., LLC v. Adidas Am., Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
LPD N.Y., LLC v. Adidas Am., Inc., 295 F. Supp. 3d 275 (E.D.N.Y. 2017).

Opinion

MARGO K. BRODIE, United States District Judge:

Plaintiff LPD New York, LLC ("LPD") commenced the above-captioned action against Defendants Adidas America, Inc. ("Adidas America") and Adidas AG on November 5, 2015, bringing claims for breach of contract, defamation and unjust enrichment. (Compl. ¶¶ 1, 104-16, 126-31, Docket Entry No. 1.) LPD also sought relief under the Declaratory Judgment Act, 28 U.S.C. §§ 2201, 2202, pertaining to disputes regarding its use of Defendants' trademarks. (Id. ¶¶ 117-25.) Defendant Adidas America moved to dismiss the Complaint for failure to state a claim upon which relief may be granted pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.1 (Def. Adidas America Mot. to Dismiss ("Adidas Am. Mot."), Docket Entry No. 20; Def. Adidas America Mem. in Supp. of Adidas Am. Mot. ("Adidas Am. Mem."), Docket Entry No. 21.) LPD moved for partial summary judgment on its claims for breach of contract, defamation and declaratory relief, pursuant to Rule 56 of the Federal Rules of Civil Procedure. (Pl. Mot. for Summ. J. ("Pl. Mot."), Docket Entry No. 24.)

By order dated April 6, 2016, the Court referred both motions to Chief Magistrate Judge Roanne L. Mann. (Order dated Apr. 6, 2016.) By report and recommendation dated August 25, 2016 (the "R & R"), Judge Mann recommended that the Court grant Adidas America's motion to dismiss LPD's breach of contract and declaratory judgment claims, deny the motion as to LPD's defamation and unjust enrichment claims, and deny LPD's motion for partial summary judgment. (R & R, Docket Entry No. 39.) LPD objected to the R & R in part. (Pl. Obj. to the R & R ("Pl. Obj."), Docket Entry No. 49.) Adidas America did not file objections.

By Memorandum and Order dated March 27, 2017 (the "March 2017 Decision"), the Court adopted Judge Mann's recommendations in their entirety. See LPD New York, LLC v. Adidas Am., Inc. , No. 15-CV-6360, 2017 WL 1162181 (E.D.N.Y. Mar. 27, 2017). The Court granted Defendants' motion to dismiss LPD's breach of contract and declaratory relief claims, denied the motion as to the defamation and unjust enrichment claims, denied LPD's motion for summary judgment as to the defamation, breach of contract *279and declaratory relief claims, and granted LPD leave to amend the Complaint to assert quasi-contract claims.2 See id. at *1.

LPD now moves the Court to reconsider the portion of the March 2017 Decision dismissing LPD's breach of contract and declaratory judgment claims, and alternatively moves the Court to certify the contract formation issue for appeal in the event the Court denies the reconsideration motion. (Pl. Mot. for Recons. ("Pl. Recons. Mot."), Docket Entry No. 59; Pl. Mem. in Supp. of Pl. Recons. Mot. ("Pl. Recons. Mem."), Docket Entry No. 60.) For the reasons discussed below, the Court denies LPD's reconsideration motion in its entirety.

I. Background

The Court assumes familiarity with the facts as detailed in the R & R and the March 27, 2017 Decision and provides only a summary of the pertinent facts and procedural background. See LPD , 2017 WL 1162181.

a. Factual background

LPD is a fashion company that creates "streetwear" products. (Compl. ¶¶ 15-16.) In October of 2013, Defendants contacted LPD to discuss a possible "collaboration" in which LPD would create unique streetwear-style designs for Defendants' brand and five National Collegiate Athletic Association ("NCAA") basketball teams sponsored by Defendants.3 (Id. ¶ 19.) LPD expressed interest in the collaboration and later developed two design "capsules" for the collaboration: a "Classics Capsule" and a "Collaboration Capsule." (Id. ¶¶ 20-21.) The Classics Capsule consisted of "a series of design proposals for NCAA Basketball Teams, which included prints for tee shirts, basketball jerseys, basketball shorts, and team jackets" that Defendants would help design in collaboration with LPD. (Id. ¶ 21.) The Collaboration Capsule consisted of "a series of design proposals for basketball jerseys, tee-shirts, outerwear, jackets, hats, shorts, sports bras, lanyards and pants" for an athletic-streetwear collection designed primarily by LPD. (Id. ) After receiving some preliminary prints for the Classics Capsule, Defendants responded that they were "excited" about the designs. (Id. ¶¶ 22-23.)

On November 17, 2013, LPD asked Defendants how the pieces from the Classics Capsule "should/will be branded (with both LPD and Adidas logos) and how/where they will be distributed (in Adidas' stores/distributors or otherwise)." (Id. ¶ 24.) Defendants responded that "the rules are really what [the parties] want them to be" because the project was the first time Adidas' basketball division was "coordinating with a fashion brand." (Id. ¶ 25.) Defendants subsequently proposed that:

*280Branding
Due to NCAA rules the uniforms can only be branded adidas. So our actual on court product we will be badged as adidas.
There is an opportunity for co-branding on your retail pieces and our Satin Jacket. Our designers could collab for a cool jocktag or woven label that would be badged with both logos.
If you want to just badge your product LPD only we understand the option but we would want to at least show a true collaboration to demonstrate "court to street."
Retail
This part is also new. But after having [internal] discussion[s] ... we have a few options of where we would retail.
Adidas.com-Our own retail would love to feature this [as] an exclusive collection. Your retail pieces are at a price point where we could feature our retail shorts with your retail pieces and make it an exclusive release online.
Your retailers-because these pieces are at a higher price point than our sales reps deal with your access to boutique and footprint accounts.
NYC stop-in-shop. We would do an in-store collab where we split the store in half with your retail and some of our higher price point retail and highlight this collection but gain momentum for both brands.
Or the option of all [three]. Let me know your thought as I think we will have to write our rules because this has not happened with an actual on-court kit before.

(Id.

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Bluebook (online)
295 F. Supp. 3d 275, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lpd-ny-llc-v-adidas-am-inc-nyed-2017.