Lois Turner v. Temptu Inc., 586 F. App'x 718

Turner sues Temptu Inc., Temptu Marketing Inc., and Michael Benjamin for eight New York law claims arising from a failed business relationship over a home-use airbrush makeup system.
The district court granted summary judgment in favor of defendants on August 15, 2013, dismissing all claims.
Turner's theory centers on a purported joint venture/partnership and misappropriation of her ideas.
Turner argued that a blog edited by herself, Benjamin, and Braimon constituted a binding contract and joint venture; she admitted many terms were not finalized.
The court found no objective manifestation of intent to be bound to a binding contract or joint venture; multiple discussions and writings showed ongoing negotiations, not finalization.
The court concluded that even if there were negotiations, Turner failed to show mutual assent or a finalized agreement to form a partnership or implied contract; claims for misappropriation, unjust enrichment, and unfair competition were also rejected.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a binding joint venture/partnership existed	Turner asserts a binding joint venture via a blog documenting terms.	No final, binding agreement; terms were undecided and not mutually assented to.	No binding joint venture/partnership existed.
Whether misappropriation of ideas requires a contractual or fiduciary relationship	There was a contractual/quasi-contract relationship supporting misappropriation.	No contractual or fiduciary relationship; quasi-contract theory fails.	Misappropriation claim failed.
Whether unjust enrichment claims succeed without a contract or misappropriation	Defendants unjustly enriched themselves at Turner’s expense.	No unjust enrichment; independent engineer used no Turner information.	Unjust enrichment claim failed.
Whether unfair competition claim survives	Defendants misappropriated Turner’s labors and acted in bad faith.	No misappropriation or bad faith; Temptu hired separate engineer.	Unfair competition claim failed.

Johnson v. Nextel Commc’ns, Inc., 660 F.3d 131 (2d Cir. 2011) (elements of a breach of contract claim)
Dinaco, Inc. v. Time Warner, Inc., 346 F.3d 64 (2d Cir. 2003) (joint venture and partnership criteria; intent to share profits and losses)
Itel Containers Int’l Corp. v. Atlanttrafik Express Serv. Ltd., 909 F.2d 698 (2d Cir. 1990) (definition of joint venture and mutual assent)
Scholastic, Inc. v. Harris, 259 F.3d 73 (2d Cir. 2001) (joint ventures governed like partnerships for limited purposes)
Brown Bros. Elec. Contractors, Inc. v. Beam Constr. Corp., 361 N.E.2d 999 (N.Y. 1977) (considerations for contract formation and mutual assent in New York)
Beth Israel Med. Ctr. v. Horizon Blue Cross & Blue Shield of N.J., Inc., 448 F.3d 573 (2d Cir. 2006) (quasi-contract and unjust enrichment standards)
Leibowitz v. Cornell Univ., 584 F.3d 487 (2d Cir. 2009) (implied-in-fact contract requirements)
In re First Cent. Fin. Corp., 377 F.3d 209 (2d Cir. 2004) (unjust enrichment standards)
Jeffrey Milstein, Inc. v. Greger, Lawlor, Roth, Inc., 58 F.3d 27 (2d Cir. 1995) (elements of unfair competition and misappropriation)