Seki v. Groupon, Inc.
333 Ga. App. 319
Ga. Ct. App.2015Background
- Seki appeals from the trial court’s grant of summary judgment to Groupon on the breach of contract, tortious interference with contractual relations, and misappropriation invasion of privacy claims.
- Magical Adventures and other Temecula balloon providers agreed not to advertise with Groupon or similar marketers; Temecula bylaws require preapproval to contract with Groupon.
- Groupon had a Sportations deal; 18 of 25 vouchers were unredeemed when the relationship ended; Groupon sought to honor unredeemed vouchers at $150 each.
- Magical Adventures agreed to honor the unredeemed vouchers and later disputed payment for vouchers already redeemed; Groupon tendered payments for redeemed vouchers, which Magical Adventures accepted.
- Groupon published Magical Adventures’ name and contact information on its site and vouchers, and directed customers to Magical Adventures, leading to competitive pressures and at least one competitor contracting with Groupon.
- The court ultimately affirmed summary judgment on breach of contract and tortious interference but reversed on invasion of privacy through misappropriation, recognizing potential misappropriation where a trade name’s value or goodwill may be protected.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract—did Groupon breach by not paying for unredeemed vouchers? | Seki claims Groupon failed to tender payment for all unredeemed Sportations vouchers. | Groupon argues it tendered payment for redeemed vouchers and Magical Adventures refused payment for remaining unredeemed vouchers. | No breach; tendered/attempted payment for redeemed vouchers; no breach shown. |
| Tortious interference with contractual relations—causation and damages? | Magical Adventures asserts Groupon’s actions caused D&D to breach and reduced Magical Adventures’ revenues via misused publicity. | Groupon argues lack of proof that damages proximate to third-party breach or that interference was improper. | Summary judgment for Groupon; damages not proven causally. |
| Invasion of privacy through misappropriation—trade name protection and misappropriation of name/likeness? | Magical Adventures contends Groupon misappropriated its trade name for financial gain. | Trade name alone may not extend misappropriation; no proof of misappropriation of Shiho Seki’s identity. | Partially reversed; misappropriation claim can proceed to the extent it involves trade name misuse; genuine issues of material fact remain. |
Key Cases Cited
- Budget Rent-a-Car of Atlanta, Inc. v. Webb, 220 Ga. App. 278 (1996) (breach elements and tender as performance)
- UWork.com, Inc. v. Paragon Technologies, Inc., 321 Ga. App. 584 (2013) (tender or waiver can satisfy payment requirements; damages element)
- Moore v. BellSouth Mobility, Inc., 243 Ga. App. 674 (2000) (oral contracts; statute of frauds relevance)
- Morgan v. American Ins. Managers, Inc., 239 Ga. App. 635 (1999) (contracts unenforceable if not in writing when required)
- Bullard v. MRA Holding, LLC, 292 Ga. 748 (2013) (misappropriation requires improper use of name or likeness for financial gain)
- Martin Luther King, Jr., Center for Social Change, Inc. v. American Heritage Products, Inc., 250 Ga. 135 (1982) (recognizes misappropriation/right to publicity protection of name/likeness)
- Zacchini v. Scripps-Howard Broadcasting Co., 433 U.S. 562 (1977) (publicity rights; distinction from other invasions of privacy)
- Carson v. Here’s Johnny Portable Toilets, Inc., 698 F.2d 831 (6th Cir. 1983) (proprietary interest in publicity rights; use of trade name with value)