Johnson v. Priceline.com, Inc.
711 F.3d 271
2d Cir.2013Background
- Priceline’s Name Your Own Price service bids for hotel rooms without selecting a specific hotel.
- Plaintiffs allege Priceline acted as a fiduciary by promising the consumer’s best interests and concealment of undisclosed profits.
- District court dismissed the fiduciary claim as law claims, ruling Priceline was not a travel agent nor fiduciary.
- Plaintiffs’ CUTPA and contract claims were dismissed as dependent on the fiduciary claim.
- On appeal, court analyzes whether a fiduciary relationship exists as a matter of law based on undisputed facts.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Priceline owed fiduciary duties to NYOP customers | Johnson argues agency/fiduciary duty exists | Priceline asserts no agency or fiduciary relation | No fiduciary relationship as a matter of law |
| Whether an agency relationship is established under Connecticut law | Plaintiffs rely on agency principles and control | No interim control by customers; contract governs | Agency not established; relationship contractual |
| Whether Priceline’s undisclosed profit constitutes a fiduciary breach | Fiduciary duty includes disclosure of profits | No duty to disclose profits absent fiduciary relation | No fiduciary breach without agency; disclosure not required |
| Choice of law and governing standard for agency determination | Connecticut/Illinois law apply | Connecticut law governs; standard is agency elements | Connecticut law applied; agency elements not satisfied |
Key Cases Cited
- Macomber v. Travelers Prop. & Cas. Corp., 261 Conn. 620 (Conn. 2002) (duty to disclose under fiduciary framework not present here)
- United Airlines, Inc. v. Lerner, 87 Ill. App. 3d 801 (Ill. App. Ct. 1980) (factors for travel agent status; no agency here)
- Rivkin v. Century 21 Teran Realty LLC, 10 N.Y.3d 344 (N.Y. 2008) (real estate analogy; fiduciary duties in agency context)
- Marshall v. Priceline.com Inc., 7 A.3d 485 (Del. 2010) (auction-like context; fiduciary duty not imposed on auction-like sale)
- Hi-Ho Tower, Inc. v. Com-Tronics, Inc., 255 Conn. 20 (Conn. 2000) (superior skill alone does not create fiduciary duty)