Susan Spitz v. Proven Winners North America
2014 U.S. App. LEXIS 13866
| 7th Cir. | 2014Background
- Spitz sued for breach of contract, unjust enrichment, and quantum meruit arising from a Pet Safe Plants marketing idea allegedly contracted with Amerinova, not Proven Winners or Euro.
- Amerinova licenses plants and is controlled by the same two principals as Euro; the three entities have overlapping, but separate, corporate structures and finances.
- Schneider worked for Amerinova, Euro, and Proven Winners; his authority to bind PW/Euro was disputed, with communications suggesting Amerinova involvement.
- Spitz presented her Pet Safe Plants concept to Amerinova/Proven Winners personnel in 2005–2006, proposing a royalty of $0.02 per plant; the parties never developed a PW/Euro line.
- Proven Winners began labeling plants as pet safe on its website and plant tags starting in 2005–2008; Spitz filed suit in 2010; district court granted summary judgment for Euro and Proven Winners on all claims.
- The court addressed choice of law (Illinois law governs in diversity), agency/alter-ego theories, quasi-contract/ITSA preemption, and discovery rulings, affirming none supported Spitz’s theories against PW/Euro.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Contract binding on PW/Euro despite Amerinova contract | Entity or agency theory could bind PW/Euro | No joint venture or agency binds PW/Euro | No binding contract; PW/Euro not liable |
| Authority of Schneider to bind PW/Euro | Schneider had actual/apparent authority | Schneider lacked actual authority; apparent authority insufficient | No actual authority; apparent authority rejected due to undisputed facts |
| ITSA preemption of unjust enrichment/quantum meruit | Claims recoverable for misappropriation of trade secrets | ITSA preempts these restitutionary claims | ITSA preempts; claims fail |
| Choice of law | California law should apply | Illinois law governs in diversity | Illinois law applicable; no identified conflict warranting California law |
| Discovery denial | Need evidence of Schneider's authority and third-party contracts | No prejudice from denial; discovery not outcome-determinative | No abuse of discretion; no prejudice |
Key Cases Cited
- Podolsky v. Alma Energy Corp., 143 F.3d 364 (7th Cir. 1998) (casual overlap can show apparent authority between sister companies)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (summary judgment standard; genuine disputes of material fact)
- Wilson v. Edward Hosp., 981 N.E.2d 971 (Ill. 2012) (elements of agency relationships and authority)
- DeSilva v. DiLeonardi, 181 F.3d 865 (7th Cir. 1999) (brief must present accessible arguments; preserve appellate review)