Quality Measurement Co. v. IPSOS S.A.

56 F. App'x 639
CourtCourt of Appeals for the Sixth Circuit
DecidedJanuary 8, 2003
DocketNo. 01-3208
StatusPublished
Cited by8 cases

This text of 56 F. App'x 639 (Quality Measurement Co. v. IPSOS S.A.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Quality Measurement Co. v. IPSOS S.A., 56 F. App'x 639 (6th Cir. 2003).

Opinion

COHN, District Judge.

Plaintiff rsc, The Quality Measurement Company (RSC) brought this action, arising out of a failed business relationship, for RICO Act violations, actual and constructive fraud, tortious interference with a business relationship, predatory hiring in violation of the Sherman Act, and interference with civil litigation. RSC appeals from the district court’s order granting defendants IPSOS S.A., IPSOS-ASI, and IPSOS Publicité (collectively, IPSOS) summary judgment and denying RSC’s request for extended discovery.

For the reasons that follow, the district court’s decision is AFFIRMED.

I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

A. General Background and Substantive Conduct

RSC is a privately held company headquartered in Indiana that tests television commercials before they air to evaluate their effectiveness. IPSOS S.A. is a publicly-traded international corporation headquartered in France that also tests television commercials for effectiveness before they air. IPSOS S.A. has a number of subsidiaries, among them defendants IP-SOS-ASI and IPSOS Publicité, as well as IPSOS America and IPSOS U.S.A. With respect to the market for evaluation of television commercials, RSC and IPSOS are direct competitors.

Between 1989 and 1991, RSC and IP-SOS Publicité, headquartered in France, negotiated a joint venture to market television commercial testing in Europe; they were unable to reach an agreement. These negotiations were subject to written confidentiality agreements. In 1991, RSC also met with Research Services Limited and Sample Instituí, market research companies located in England and Germany, respectively. At the same time, IPSOS met with the two companies independently from RSC to negotiate its own joint venture with them. RSC says IPSOS did so in order to derail RSC’s negotiations with the two companies.

IPSOS revised its television commercial evaluation service, called “Pre*Vision,” in September, 1991. RSC claims that IPSOS did so based on confidential, proprietary, and trade secret information learned during the negotiations with RSC and that it incorporated so much of RSC’s approach (called “ARS Persuasion”) that Pre*Vision was a virtual counterfeit of RSC’s service.

In 1997, IPSOS S.A. formed a new holding company, IPSOS America. Then in January 1998, IPSOS America bought ASI Market Research, an American company that was a long-time competitor of RSC, and created IPSOS-ASI, Inc. as a subsidiary of IPSOS America. IPSOS-ASI began offering Next*TV, a revised version of Pre*Vision, in the United States. RSC says that IPSOS used the same trade se[642]*642crets in Next*TV that it used in Pre* Vision.

In September 1998, IPSOS-ASI hired RSC executive vice president Karl Rosenberg (Rosenberg) to work in Cincinnati, offering him a generous employment contract including a $75,000 signing bonus. Rosenberg had been with RSC for 19 years and had knowledge of its confidential, proprietary, and trade secret information. Rosenberg was hired at a time when RSC was suing IPSOS as well, as will be described in the next section.

B. Indiana Case

Based on the alleged misappropriation, RSC brought an action in an Indiana state court in 1996 against IPSOS S.A., IPSOS Publieité, and IPSOS U.S.A. for breach of the confidentiality agreements and misappropriation of trade secrets under the Indiana Trade Secrets Act. IPSOS removed the case to the District Court for the Southern District of Indiana in January 1997. There RSC filed an amended complaint naming IPSOS America as an additional defendant and added claims against all the parties for constructive fraud, false advertising, and misappropriation under the Lanham Act.

IPSOS moved for partial summary judgment in March 1998 claiming that the state law misappropriation claims were time-barred.

As noted above, IPSOS-ASI hired Rosenberg in 1998 while the Indiana case was pending. Rosenberg was the RSC executive in charge of investigating and proceeding against IPSOS and therefore had the most knowledge of the Indiana case of anyone in RSC. RSC claims that Rosenberg was a crucial witness in the Indiana case and that IPSOS-ASI hired Rosenberg for the purpose of interfering with its ability to prosecute the Indiana case. RSC had informed IPSOS S.A., IP-SOS Publieité, and IPSOS U.S.A. prior to the hiring that Rosenberg was a potential material witness in the Indiana case. In September 1998, IPSOS answered a discovery interrogatory stating that it had it had no intention to hire any RSC employees, though it had already begun negotiations with Rosenberg. Rosenberg then assisted IPSOS in its defense in the Indiana case. RSC has sued Rosenberg separately in an Indiana state court for breach of fiduciary duties, misappropriation of trade secrets, unfair competition, and constructive fraud; IPSOS has agreed to pay Rosenberg’s legal costs in that action, which is still pending.

In February 1999, RSC filed an amended complaint in Indiana to include IPSOS America as defendant and to add more claims of constructive fraud for simultaneously negotiating with European competitors, false advertising under the Lan-ham Act for the Pre*Vision ads, and unfair competition under the Lanham Act for tor-tious interference with RSC’s relationship with RSL and Sample by intentionally inducing them to breach their agreement with RSC.

The district court granted IPSOS Publi-cité and IPSOS S.A. summary judgment on the state law trade secret claims, holding they were time-barred. After a trial on the remaining claims, the jury returned a verdict in favor of IPSOS on all of its claims and made special findings of fact, among them that RSC never disclosed any trade secrets to IPSOS and that IPSOS developed its product independently.

Following the jury’s verdict, RSC moved for sanctions in Indiana claiming that IP-SOS had employed tactics to deny RSC a fair trial, including hiring Rosenberg. The Indiana district court denied the motion, and the Seventh Circuit affirmed. Re[643]*643search Systems Corp. v. IPSOS, 276 F.3d 914 (7th Cir.2002).

C. Ohio Case

RSC brought this action in the Southern District of Ohio March 19, 1999, while the Indiana case was pending. In Ohio, RSC alleged RICO violations, actual fraud, constructive fraud, and tortious interference with a business relationship based on the sale of Next*TV and IPSOS-ASI’s hiring of Rosenberg.

On May 18, 1999, IPSOS-ASI filed a motion to transfer venue.2 IPSOS-ASI said there was substantial overlap with the Indiana case and argued it would be in the interests of the parties, judicial economy, and manifest justice to transfer this case to Indiana. The district court denied the motion because it found the plaintiffs choice of forum deserved more weight than the limited judicial resources that would be saved by a transfer. The district court said that the judicial economy to be gained by transferring the case to Indiana was de minimis, because counsel had indicated that in the event of a transfer they would not move to consolidate the transferred case with the case pending in Indiana. The parties would have to prepare for two trials either way.

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Bluebook (online)
56 F. App'x 639, Counsel Stack Legal Research, https://law.counselstack.com/opinion/quality-measurement-co-v-ipsos-sa-ca6-2003.