1:16-cv-00609
D. Or.Sep 13, 2016Background
- Plaintiffs are a group of related talk-radio production/syndication entities (including Talk Radio Network Enterprises — TRNE) who produce nationally syndicated shows and previously sued defendants in 2012–2014 litigation.
- Defendants are radio/broadcast groups (Westwood One, Cumulus, Compass, etc.) that consolidated through acquisitions; two individual executives (Dickey, Steinhauer) are also named.
- The parties executed a February 28, 2014 settlement and an ad-representation (ad-rep) agreement between TRNE and Westwood covering a 24‑month term through Feb. 28, 2016; the Southern District of New York dismissed the earlier suit with prejudice on March 14, 2014.
- Plaintiffs filed the present complaint on April 11, 2016, reasserting antitrust claims (Sherman Act §§1–2, Clayton Act §§7/15, Cartwright Act) and multiple contract/tort claims (breach of the 2014 ad‑rep agreement, implied covenant, unjust enrichment, fiduciary duty, conversion, fraud, tortious interference, etc.).
- Defendants moved to dismiss: (a) antitrust and related claims as precluded by the prior judgment; and (b) contract/tort claims for failure to plead requisite facts; the magistrate judge grants dismissal of the antitrust claims with prejudice and grants dismissal of the other claims with leave to amend.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether antitrust and related claims are precluded by prior settlement/dismissal | Plaintiffs say earlier suit settled and they suffered new injuries after March 14, 2014, so new suit is permissible | Defendants say the 2014 dismissal with prejudice and the similarity of claims/parties preclude relitigation | Court: Claims 1–6 and 12 precluded and dismissed with prejudice (claim preclusion applies; plaintiffs failed to plead new, distinct conduct) |
| Whether the 2014 ad‑rep contract can be considered on MTD | Plaintiffs argued the contract is outside the pleadings | Defendants submitted the contract and said it is integral and its authenticity is undisputed | Court: May consider the contract on Rule 12(b)(6) because complaint references it and authenticity is not disputed |
| Choice of law for breach claim | Plaintiffs did not contest | Defendants point to contract’s New York choice‑of‑law clause | Court: Applies New York law to contract claim; analyzes related tort claims under Oregon law but finds laws largely similar for present issues |
| Sufficiency of breach of contract claim (TRNE vs. Westwood) | Plaintiffs allege multiple breaches generally (underpayment, bundle placement, accounting, failure to use commercially reasonable efforts) | Defendants argue complaints lack specifics and contract grants Westwood discretion in methods | Court: Breach claim insufficiently pleaded as to specific breaches and causation; dismissed (with leave to replead) |
| Sufficiency of implied covenant claim | Plaintiffs contend bad‑faith performance | Defendants say allegations are conclusory and lack specifics | Court: Dismissed for failure to plead particular facts showing breach of covenant |
| Sufficiency of unjust enrichment claim | Plaintiffs allege benefits conferred and improper retention by defendants | Defendants argue plaintiffs fail to identify concrete benefit or specific transactions | Court: Dismissed—pleading is too vague to show an identifiable benefit or unjust retention |
| Sufficiency of fiduciary duty, conversion, fraud, tortious interference claims | Plaintiffs allege agency/fiduciary relationship, conversion of revenues, fraudulent misrepresentations, and interference with host contracts | Defendants contend contract negatives fiduciary status, and plaintiffs fail Rule 9(b)/Twombly/Iqbal specificity for fraud and other torts | Court: Claims dismissed for failure to plead factual particularity (fiduciary: TRNE only possibly in privity but no breach facts; conversion/fraud/tortious interference inadequately pleaded); leave to amend granted for these claims |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading must state a plausible claim; conclusory allegations not presumed true)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (plausibility pleading standard for § 12(b)(6))
- Stewart v. U.S. Bancorp, 297 F.3d 953 (9th Cir. 2002) (elements of claim preclusion/privity)
- Lee v. City of Los Angeles, 250 F.3d 668 (9th Cir. 2001) (judicial notice of public court records; consideration on motion to dismiss)
- Int'l Bhd. of Operating Eng'rs v. Karr, 994 F.2d 1426 (9th Cir. 1993) (dismissal pursuant to settlement with prejudice is a final judgment on the merits)
- Branch v. Tunnell, 14 F.3d 449 (9th Cir. 1994) (documents referenced in complaint may be considered on Rule 12(b)(6))
- Romani v. Shearson Lehman Hutton, 929 F.2d 875 (1st Cir. 1991) (same)
- In re Silicon Graphics Inc. Sec. Litig., 183 F.3d 970 (9th Cir. 1999) (consideration of referenced documents on motion to dismiss)
- In re Dual‑Deck Video Cassette Recorder Antitrust Litig., 11 F.3d 1460 (9th Cir. 1993) (continuation of previously litigated antitrust conduct does not avoid claim preclusion)
- Fund for Animals v. Lujan, 962 F.2d 1391 (9th Cir. 1992) (factors for identity of claim/transactional nucleus)
- C.D. Anderson & Co. v. Lemos, 832 F.2d 1097 (9th Cir. 1987) (transactional nucleus test for claim identity)