Adstra, LLC v. Kinesso, LLC
1:24-cv-02639
| S.D.N.Y. | Apr 9, 2025Background
- Adstra, LLC (Plaintiff) and Kinesso, LLC (later assigned to Acxiom, LLC) were parties to a Master Data Supply Agreement (MDSA), relating to Adstra’s identity resolution data product.
- In November 2023, Kinesso assigned the MDSA to its affiliate Acxiom, and immediately after Acxiom notified Adstra of non-renewal.
- Adstra sued Kinesso and Acxiom in April 2024, alleging breach of contract, violation of trade secrets law, and related torts arising from the assignment and alleged misuse of Adstra’s data.
- The District Court granted summary judgment for Defendants, finding the assignment valid and the use of data permitted by contract.
- Defendants sought attorneys’ fees and costs under the MDSA following the dismissal of all claims, citing a provision entitling the prevailing party to reasonable fees and costs.
- Plaintiff opposed the motion, raising issues regarding timing due to a pending appeal, amount and reasonableness of fees, and the propriety of awarding fees to both defendants.
Issues
| Issue | Plaintiff’s Argument | Defendant’s Argument | Held |
|---|---|---|---|
| Should the court decide attorneys’ fees motion while appeal is pending? | Court should defer ruling until after appeal. | Court should decide now for efficiency and fairness. | Court resolves fees now for judicial economy and fairness. |
| Are Kinesso and Acxiom both prevailing parties entitled to fees under the MDSA? | Only one can be entitled to fees, given the assignment; Kinesso is no longer a party. | Both are entitled: Kinesso for claims against it pre-assignment, Acxiom post-assignment. | Both entitled; fee provision survives assignment and termination. |
| Are the amount and rates of attorneys’ fees claimed reasonable? | Fees excessive, billing rates too high, billing records insufficiently detailed. | Fees reflect market rates, arms’ length billing, and are supported by records; rates discounted. | Fees are reasonable; rates justified given complexity and market; sufficient documentation. |
| Does the MDSA allow recovery of expert witness fees and fees-on-fees? | Not specifically addressed. | Expert and fee application costs should be included as litigation expenses. | Neither allowed; contract language doesn’t clearly permit them. |
Key Cases Cited
- NetJets Aviation, Inc. v. LHC Commc’ns, LLC, 537 F.3d 168 (2d Cir. 2008) (contractual attorneys' fee provision enforceable if language is clear)
- Primex Int’l Corp. v. Wal-Mart Stores, Inc., 679 N.E.2d 624 (N.Y. 1997) (arbitration clause survives contract termination for post-termination disputes)
- F.H. Krear & Co. v. Nineteen Named Trs., 810 F.2d 1250 (2d Cir. 1987) (reasonableness and limitations on recovery under fee-shifting provisions)
- Lucente v. Int’l Bus. Machs. Corp., 310 F.3d 243 (2d Cir. 2002) (effect of contract termination in litigation context)
- Arlington Cent. Sch. Dist. Bd. of Educ. v. Murphy, 548 U.S. 291 (2006) ("attorneys’ fees" typically does not extend to expert fees)