Wilson v. Kellogg Co., 628 F. App'x 59

Plaintiff Kyle Wilson submitted an idea to Kellogg’s online consumer-innovation portal in late 2008 and later sued when he alleged Kellogg used the idea without compensating him.
Wilson’s second amended complaint asserted claims for breach of implied contract and unjust enrichment.
Kellogg moved to dismiss and attached its Terms and Conditions (T&Cs) said to govern submissions; the T&Cs disclaimed any obligation to pay and capped discretionary awards at $5,000.
The District Court treated the T&Cs as integral to the complaint, found Kellogg’s declaration authenticating them persuasive, and concluded an express contract governed the parties’ relationship.
The District Court dismissed Wilson’s claims as barred because an express contract covered the subject matter and was not unconscionable; Wilson appealed only the document-authenticity/integral-document ruling.
The Second Circuit affirmed on alternate grounds: Wilson conceded the existence and applicability of binding T&Cs, and did not contest the unconscionability finding, so his quasi-contract claims fail as a matter of law.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Terms and Conditions proffered by Kellogg could be considered on a Rule 12(b)(6) motion	Faulkner prevents the court from using Kellogg’s proffered version if authenticity is disputed	The T&Cs Kellogg produced are integral to the complaint and authentic	Court did not decide Faulkner challenge; affirmed on alternate ground (see below)
Whether an express written agreement governs compensation for submitted ideas	Wilson conceded the T&Cs were a legally binding agreement but contested the exact version	Kellogg said the express T&Cs governed and disclaimed payment obligation	Because Wilson effectively conceded a binding T&C governed, the court held an express contract governed the parties’ relationship
Whether unjust enrichment or implied-contract claims can proceed when an express contract covers the subject matter	Wilson argued quasi-contract remedies should still be available	Kellogg argued express contract bars quasi-contract recovery on same subject	Held: quasi-contract claims are unavailable where an express contract governs the same subject matter
Whether the T&Cs were procedurally unconscionable	Wilson argued procedural problems (e.g., adhesion) undermined the T&Cs	Kellogg argued plaintiffs had a choice not to submit and T&Cs were not unconscionable	Wilson did not contest the District Court’s unconscionability ruling on appeal; court accepted that T&Cs were not procedurally unconscionable

Gallop v. Cheney, 642 F.3d 364 (2d Cir.) (standards for Rule 12(b)(6) review)
Faulkner v. Beer, 463 F.3d 130 (2d Cir.) (authenticity/disputed-document rule for considering extrinsic documents on a motion to dismiss)
Nat’l R.R. Passenger Corp. v. McDonald, 779 F.3d 97 (2d Cir.) (appellate court may affirm on any ground supported by the record)
Hudson v. Mathers, 770 N.W.2d 883 (Mich. Ct. App.) (unjust enrichment unavailable where express contract governs)
Belle Isle Grill Corp. v. City of Detroit, 666 N.W.2d 271 (Mich. Ct. App.) (implied contract cannot be found where an express contract covers same subject)