VoiceAge Corp. v. RealNetworks, Inc.
926 F. Supp. 2d 524
S.D.N.Y.2013Background
- VoiceAge and RealNetworks entered AMR-WB Agreement (Dec 20, 2010) licensing AMR-WB patents; VoiceAge as licensing administrator; royalties payable for downloads using AMR-WB technology; Appendix C sets per-download rates; Section 4 requires reporting and payment with nonrefundable fees; dispute arose over pre- and post-Effective Date royalties and inclusion of AMR-WB+ terms; RealNetworks moved to amend its Answer multiple times; court granted Third Amended Answer and granted judgment on the pleadings in part, noting damages to be determined after further record development.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether AMR-WB license requires royalties for AMR-WB downloads | VoiceAge: royalties required for AMR-WB use; payment terms clear | RealNetworks: terms may be informed by other concurrent licenses | AMR-WB royalties required for downloads using AMR-WB |
| Whether extrinsic evidence or other contemporaneous licenses affect interpretation | VoiceAge argues clear unambiguous terms; merger clause supports单 | RealNetworks urges ambiguity due to related AMR-WB+ license | Unambiguous contract; extrinsic evidence not considered |
| Whether defenses of mistake, misrepresentation, or unconscionability defeat enforceability | N/A | RealNetworks seeks reformation or avoidance based on alleged mistake | No valid basis for reformation; contract enforceable as written |
| Whether leave to file Third Amended Answer was proper | VoiceAge would be prejudiced by delayed resolution | Amendment adds no new liability-defeating facts | Leave to amend granted; does not affect liability finding |
| Damages: determine amount owed for pre-Effective Date AMR-WB royalties | VoiceAge seeks full amount due | Reported pre-Effective Date numbers may be erroneous | Judgment on pleadings granted in part; damages to be determined with further discovery |
Key Cases Cited
- Commander Oil Corp. v. Advance Food Service Equipment, 991 F.2d 49 (2d Cir.1993) (interconnected agreements read together when intertwined contracts)
- JA Apparel Corp. v. Abboud, 568 F.3d 390 (2d Cir.2009) (read contracts together only when ambiguity exists)
- Price v. Cushman & Wakefield, Inc., 808 F.Supp.2d 670 (S.D.N.Y.2011) (avoid reading multiple agreements to create ambiguity)
- Greenfield v. Philles Records, 98 N.Y.2d 562 (N.Y.1992) (plain meaning governs unambiguous contracts)