Intellivision v. Microsoft Corp., 2011 U.S. Dist. LEXIS 29950

Intellivision and its principals allege Microsoft induced the contract by material misrepresentations about developing products using Intellivision's core DVR/PVR technologies.
The January 2001 Agreement transferred to Microsoft ownership of the Patent Applications and related rights in exchange for $1 million upfront and an $850,000 future payment upon patent grant with claim language in Attachment C.
The plaintiffs allege Microsoft secretly developed Ultimate TV and a Windows OS version incorporating the core technologies, contradicting representations of no such development.
Intellivision is at times described as the joint venture with principal place of business in Connecticut; ownership of the Patent Applications is disputed between Intellivision and the individual plaintiffs.
The case was removed to federal court; the court previously held Connecticut law applies for certain claims and unresolved issues remained for summary judgment.
The Second Amended Complaint added Adams, Daniels, and Hoffman as individual plaintiffs; Microsoft argued they lack standing to sue on Intellivision’s claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Do the individual plaintiffs have standing?	Individual plaintiffs own/assigned the Patent Applications.	Intellivision owns the rights; joint venture cannot sue through individuals.	Individual claims dismissed for lack of standing.
Are the fraud and negligent misrepresentation claims time-barred?	Connecticut law governs accrual and tolling; disputes exist on accrual and continuing conduct.	Connecticut statute of limitations applies and the claims accrued in 2001; moving tolling does not save them.	Time-barred; claims dismissed as untimely.
Was there a fiduciary duty from Microsoft to Intellivision?	The Agreement created a duty to diligently prosecute the patents and to pay $850,000.	No fiduciary relationship; arms-length commercial transaction; contingent payment not enough to create a duty.	No fiduciary duty established; claim dismissed.
If standing were found, would accrual be Connecticut or New York law under choice-of-law rules?	Intellivision was New York-domiciled; New York law should apply.	Connecticut law governs because principal place of business and tort location were Connecticut.	Connecticut law applies for accrual; thus time-barred under CPLR 202.
Should judicial estoppel bar the new ownership position?	New ownership position is a legitimate correction.	Plaintiffs previously asserted ownership by Intellivision; estoppel applies.	Judicial estoppel applied; plaintiffs barred from recharacterizing ownership.

Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (summary judgment standard; burden-shifting)
Gallo v. Prudential Residential Servs. Ltd. P'ship, 22 F.3d 1219 (2d Cir. 1994) (issue-finding not issue-resolution at summary judgment)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (dispute over material facts; summary judgment appropriate only if no genuine issue)
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (U.S. 1986) (summary judgment; court must view evidence in light most favorable to non-movant)
New Hampshire v. Maine, 532 U.S. 742 (U.S. 2001) (judicial estoppel factors; inconsistency; prior court acceptance; unfair detriment)
DeRosa v. Nat'l Envelope Corp., 595 F.3d 99 (2d Cir. 2010) (judicial estoppel applied for inconsistent positions)
Adelphia Recovery Trust, 634 F.3d 678 (2d Cir. 2011) (judicial estoppel limitations; inconsistency and unfair advantage)
M.I.F. Sec. Co. v. R.C. Stamm & Co., 94 A.D.2d 211 (N.Y. App. Div. 1983) (partnerships; joint ventures; no standing to sue)
Doe v. Yale Univ., 252 Conn. 641 (Conn. 2000) (joint ventures; ownership and standing principles under Connecticut law)
330 Acquisition Co. v. Regency Sav. Bank, F.S.B., 306 A.D.2d 154 (N.Y. App. Div. 2003) (contingent payments; fiduciary duty implications)