Pratt v. Kilo International, LLC
1:14-cv-00834
E.D.N.YMar 10, 2015Background
- Plaintiff Erastus Pratt sues to recover about confidential information and commissions from defendants tied to Rocksmith entities in New York federal court.
- Pratt and Rocksmith entered a Mutual Non-Disclosure Agreement on July 28, 2011 defining confidential information and handling.
- Plaintiff alleges misappropriation, unjust enrichment, and breach of the NDA.
- Defendants include Kilo International, Rocksmith entities, WuTang Ltd, and Ichikawa and Marino.
- Consolidated documentation shows consulting and financial services agreements; total explicitly paid amounts are $15,000; commissions alleged but not quantified.
- Court considers whether the email address and related information constitute confidential information and whether subject-matter jurisdiction exists given the damages alleged.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether misappropriation claim is viable apart from the contract | Pratt alleges a separate duty to protect confidential information. | There is no independent duty outside the NDA; dispute is contractual. | Dismissed misappropriation claim as duplicative of the contract. |
| Whether unjust enrichment can stand where a valid contract governs | Unjust enrichment applies despite contract due to separate relief. | Unjust enrichment cannot lie where a valid contract exists. | Dismissed unjust enrichment claim. |
| Whether breach of NDA survives given alleged authorized disclosures | Disclosures were improper and breach occurred. | Disclosure question cannot be resolved on 12(b)(6) motion. | Breach of contract claim not resolved on 12(b)(6); subject to further proceedings. |
| Whether the court has subject-matter jurisdiction under 28 U.S.C. § 1332 | Damages exceed $75,000 through commissions and related payments. | Damages do not plausibly exceed $75,000; no clear basis for jurisdiction. | No federal jurisdiction; amount in controversy not shown; case dismissed for lack of jurisdiction. |
Key Cases Cited
- Carvel Corp. v. Noonan, 350 F.3d 6 (2d Cir. 2003) (injury/policy on independent duty for tort from contract)
- Clark-Fitzpatrick, Inc. v. Long Island R.R. Co., 70 N.Y.2d 382 (N.Y. 1987) (extrinsic duty required for tort when contract governs dispute)
- Albemarle Theater, Inc. v. Bayberry Realty Corp., 27 A.D.2d 172 (N.Y. App. Div. 1967) (fiduciary-like duty not arising in arm's-length contract unless extraordinary circumstances)
- Diesel Props S.r.l. v. Greystone Bus. Credit II LLC, 631 F.3d 42 (2d Cir. 2011) (unjust enrichment barred when contract governs)