OPINION AND ORDER
Plaintiffs Nick Katsoris and the. Louk-oumi Make a Difference Foundation, Inc. bring this copyright infringement action against ¡Defendants WME, IMG, LLC, IMG Productions, LLC, and Viacom Inc. Before the Court are Defendants’ motion to dismiss Plaintiffs’ Second Amended Complaint and Plaintiffs’ motion to compel arbitration. For the reasons set forth below, Plaintiffs’ motion to compel arbitration against WME IMG and IMG Productions, LLC (collectively, “IMG”) is granted, and Plaintiffs’ claims against all Defendants are stayed pending arbitration.
BACKGROUND
A. The Parties
Nick Katsoris is the author of seven children’s books featuring “Loukoumi,” who has been" described as “á fluffy little lamb that just wants to make the world a better place.” SÁC ¶¶ 42-43. The Loukou-mi books “teach[ ] children life lessons including believing in and pursuing their dreams, doing good deeds, and preventing bullying.”- SAC ¶ 42.' In May 2014, Katsoris formed the Loukoumi Make a Difference Foundation (the “Foundation”), a non-profit organization based in New York. SAC ¶¶ 26, 48. The' Foundation’s mission is to “teach[] children to make a difference in their lives and the lives of others.” SAC ¶ 26.
IMG is “a global leader in sports, events, media, and fashion.” SAC If 61. In 2014, WME acquired ÍMG to form WME IMG. SAC ¶ 61. Plaintiffs allege that WME IMG, LLC is the “successor-in-interest or parent of or otherwise responsible for satisfying any judgment against IMG Productions, LLC.” SAC ¶ 30.
Viacom Inc. is a global mass-media company with interests in several media and entertainment properties, including Nickelodeon and Nick Jr. SAC ¶ 31; see also Viacom Inc. Mem. in Supp. of Mot. to Dismiss at 3 (ECF No. 30).
In 2012, Katsoris approached IMG to represent him in pitching a reality television series based in part on the Loukoumi book series. SAC ¶ 78. Katsoris drafted a proposal for the show, which explained that '“[i]n this television segment kids would live their Dream Days by following a different career choice in each episode.” SAC ¶¶ 80-81. Katsoris and IMG pitched the proposal to television networks, including PBS Kids and Sprout. SAC ¶ 82. Those pitches were not successful, and IMG suggested that Katsoris improve the pitch materials and self-finance or seek sponsors to attract network attention. See SAC ¶¶ 82, 84-85.
On May 28, 2014, the Foundation аnd IMG Productions, LLC entered into a work-for-hire agreement, under which IMG Productions, LLC agreed to produce a television special tentatively titled “Make a Difference with Loukoumi TV Special” (the “TV Special”). SAC ¶ 90, Ex. I. The agreement provided that “[a]U services rendered by [IMG Productions, LLC] pursuant to this Agreement ... including .., all notes, ideas, ‘gags,’ suggestions, plots, characters, logos, titles, themes, songs, products and/or stories ... have been and/or will be solely created by [IMG Productions, LLC] as a ‘work made for hire.’ ” SAC Ex. I § 8. The agreement specified that the Foundation would be “deemed ... the sole and exclusive owner ... of all rights of every kind or nature .,. including, but not limited to, all copyrights [and] trademarks” in the material. SAC Ex. I § 8.
The agreement also contained an arbitration-provision. SAC Ex. I § 12(b). Under this provision:
Any dispute arising under this Agreement will be first referred for resolution to the respective designees of [the Foundation] and [IMG Productions, LLC]. To the extent that the designees of the parties caiinot resolve the'dispute within five (5) business days of referral to them, the parties agree to try in good faith to settle the dispute by non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. ... In the event a dispute arises under this Agreement which cannot be resolved through mediation, such dispute will be submitted to arbitration and resolved by a single arbitrator .. in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.
SAC Ex. I § 12(b).
The TV Special was produced in the summer of 2014. SAC ¶ 93. Hosted by professional chef Cat Cora, the TV Special lasts approximately thirty minutes and features multiple segments. See SAC ¶ 95,
C. All In with Cam Newton
On June 13, 2015, Nickelodeon announced a development deal with IMG for a “brand-new reality show” featuring NFL quarterback Cam Newton. SAC ¶ 112, Ex. L. The announcement indicated that the “currently untitled unscripted television series will help kids find their dreams, from an aspiring Cirque du Soleil performer to a meteorologist.” SAC Ex. L.
On Sеptember 22, 2015, Nickelodeon issued a press release announcing the green-light of its “new adventure-filled docu-ser-ies I Wanna Be (Working Title),” hosted by Newton. SAC Ex. Q. The press release explained:
In each episode Newton will step into the lives of two different kids and take them on a journey that will push them closer to fulfilling their dreams. From decorating award-winning cakes, to landing a spot on a Broadway stage, kids will be mentored by experts and supported by Newton as he cheers them on, and participates in the action, every step of the way.
Id. The show began airing in 2016 under the title All In with Cam Newton.. See SAC ¶ 149.
Each episode of All In with Cam Newton follows a similar structure. Approximately 23 minutes in length, each episode begins with an uplifting introduction by Cam Newton, who tells the audience, “I believe every kid has a dream inside them.” See, e.g., McNamara Decl. in Supp. of Mot. to Dismiss (“McNamara Deck”) Ex. E (ECF No. 58-5). Newton meets with two children per episode and discusses them career objectives. See, e.g., id. The children’s goals range from starring on Broadway to playing in the WNBA. See McNamаra Deck Ex. F. (ECF No. 58-6); McNamara Suppl. Deck Ex. I (ECF No. 77-3). Newton then introduces each child to an expert in the field she hopes to enter. See, e.g., id. The expert speaks with the child about her goals and works with the child to improve her skills. See, e.g., id. Along the way, Newton motivates the child and provides comic relief. See, e.g., id. Each child’s segment concludes with a performance in which the child demonstrates the skills she has learned. See, e.g., id.
D. Procedural History
On November 24, 2015, Plaintiffs sent a cease-and-desist letter to Nickelodeon, Viacom and IMG. SAC ¶ 151.. On December 15, 2015, Plaintiffs sent a letter to IMG, referencing the arbitration provision in the work-for-hire agreement and requesting dates for mediation. SAC Ex. R (ECF No. 52-18). On December 23, 2015, IMG allegedly sent Plaintiffs a letter indicating that IMG would mediate the dispute and would propose mediation dates in January 2016. See Pis.’ Letter of May 16, 2016, at 2 (ECF No. 47).
On January 7,, 2016, Plaintiffs filed a complaint in this action. See Compl. (ECF No. 1). Plaintiffs asserted seven causes of action, including claims under the Copyright Act, the Lanham Act, and state law. See Compl. ¶¶ 155-232. Citing the work-for-hire agreement with IMG'Productions, the complaint also sought an “injunction in
On January 11, 2016, four days after filing their complaint, Plaintiffs e-mailed IMG to request dates for mediation. See Pis.’ Letter of May 25, 2016 Ex. A (ECF No. 51-1). IMG responded the next day, indicating that it would be “happy to discuss” mediation. See id. On January 13, 2016, Viacom sent Katsoris an e-mail agreeing to “hold the action in abeyance pending .[Plaintiffs’] anticipated mediation with IMG.” Id. Viacom also told Katsoris that it “has no mediation agreement with [Plaintiffs] and will not be participating in any such mediation.” Id.
In February 2016, approximately one month after the complaint was filed, Plaintiffs and IMG exchanged several e-mails discussing a mediation schedule and potential mediators. See id. IMG stated that it was “happy to have a mediation and would participate in one in good faith,” and that, “despite a bit of a scheduling jam on [its counsel’s] side of things,” it was “happy to try to get a mediation on the calendar.” 7d. IMG furthеr suggested that the parties “set a date for mediation and do a stipulation and proposed order that [IMG] can respond to the complaint 30 days after the mediation.” Id. During this period, IMG also proposed mediators to Plaintiffs. Id.
On March 1, 2016, Plaintiffs filed a formal request for mediation against IMG Productions with the American Arbitration Association (AAA). See Pis.’ Letter of May 16, 2016 Ex. C (ECF No. 47-3). On March 16, 2016, however, Plaintiffs sent IMG an e-mail memorializing a conversation in which IMG had informed Plaintiffs that, in its view, neither mediation nor arbitration was required. See Pis.’ Letter of May 25, 2016 Ex.* A (ECF No. 51-1). Yet the next day, the Court endorsed the parties’ stipulation, which provided that “Plaintiffs and the WME Defendants have agreed to explore the potential for mediation of their dispute” and holding Defendants’ time to respond to the complaint in abeyance. See Order (Mar. 17, 2016) (ECF No. 25). On April 1, 2016, Plaintiffs filed their first amended complaint, which added new allegations and again sought an “injunction in aid of arbitration.” See First Am. Compl. ¶¶ 227-37 (ECF No. 26).
On April 29, 2016, the AAA advised Plaintiffs that IMG had refused to engage in mediation. See Pis.’ Letter of May 16, 2016 Ex. B (ECF No. 47-2). Plaintiffs immediately notified IMG, calling the AAA’s statement “a complete surprise” and asking IMG to confirm that they had, in fact, refused to mediate. Id. Three days later, on May 2, 2016, Defendants -moved to dismiss the First Amended Complaint, see ECF Nos. 29, 33, arguing among other things that Plaintiffs could not claim copyright protection in “common ideas of transformation, dreams, and goal-setting and use of scenarios involving celebrities and guest stars,” Viacom Mem. in Supp.- of Mot. to Dismiss at 12 (ECF No. 30).
On May 16, 2016, Plaintiffs submitted a letter to the Court stating that they “cross-move to compel arbitration” between the Foundation and IMG. See Pis.’ Letter of May 16, 2016 (ECF No. 47). Plaintiffs’ letter also requested a stay of the action pending arbitration or, in the event the Court denied their request for a stay, additional time to file a Second Amended Complaint. See id. On May 19, 2016, Plaintiffs filed their Second Amended Complaint. See SAC (ÉCF No.. 52). On
On June 13, 2016, Defendants moved to dismiss the Second Amended Complaint. See ECF Nos. 63, 56. On June 27, 2016, Plaintiffs (1) filed a motion to compel arbitration, ECF No. 66, (2) filed an opposition to Defendants’ motions to dismiss, ECF No. 71, and (3) voluntarily dismissed their third and,fourth claims, ECF No. 66.
LEGAL STANDARD
The Federal Arbitration Act (FAA) provides that an arbitration agreement “shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law- or in equity for the'revocation of any contract,” 9 U.S;C. § 2. Enacted to “revers[e] centuries of judicial hostility to arbitration agreements,” Bird v. Shearson Lehman/Am. Express, Inc.,
' Under the FAA, a party to an arbitration agreement may petition a district court -for “an order directing that ... arbitration proceed in the manner provided for in such agreement.” 9 U.S.C. § 4. “In resolving a claim that an action must be arbitrated pursuant to an arbitration agreement, [a district court] must determine: (1) whether the parties entered into an agreement to arbitrate; (2) if so,'the scope of that agreement; (3) if federal statutory claims- are asserted, whether Congress intended those claims to be non-arbitrable; and (4) if some, but not all, claims are subject to arbitration, whether to stay the balance of the proceedings pending arbitration.” Begonja v. Vornado Realty Tr.,
“In deciding motions to compel’, courts apply a ‘standard similar to that applicable for a motion for summary judgment.’ ” Nicosia,
DISCUSSION
A. Waiver
. Defendants argue that Plaintiffs have waived any right to arbitrate this dispute. See IMG Opp’n Mem. at 8-12 (ECF No. 85); Viacom Opp’n Mem. at 19-22 (ECF No. 87). The Court disagrees.
The “strong federal policy'favoring arbitration ... ha[s] led to its corollary that any doubts concerning whether there has been a waiver are resolved in favor of
“In determining whether a party has waived its right to arbitration by expressing its intent to litigate the dispute in question, [the Court] considers] the following three factors: ‘(1) the time elapsed from when litigation was commenced until the request for arbitration; (2) the amount of litigation to date, including motion practice and discovery; and (3) proof of preju- ■ dice.’ ” La. Stadium & Exposition Dist. v. Merrill Lynch, Pierce, Fenner & Smith Inc.,
The Second Circuit has generally found that a party waives its right to arbitrate “when it engages in protracted litigation,” such as “extensive pre-trial discovery” and “substantive motions” over the course of several months before seeking arbitration. Id. at 107-08. In PPG Industries, Inc. v. Webster Auto Parts Inc.,
In this case, Defendants have not shown that Plaintiffs waived their right to arbitrate. First, no time at all elapsed between Plaintiffs’ initiation of this action and their request .for arbitration: Plaintiffs’ complaint sought an “injunction in aid of arbitration” against IMG under the FAA. See Compl. ¶¶ 222-32. Moreover, in the weeks prior to filing their complaint, Plaintiffs contacted IMG to express their interest in mediation—a prerequisite to ar
Defendants correctly note that Plaintiffs did not file a formal motion to compel until June 27, 2016, more than five months after filing their complaint. See Mot. to Compel Arbitration (ECF No. 66). In determining whether Plaintiffs waived them right to arbitrate, however, it is not clear that Plaintiffs’ delay in seeking arbitration should be measured from their filing of the motion to compel, rather than their prior requests arbitrate in their complaint, in letters and e-mails to IMG, or in their May 16, 2016 letter to the Court indicating that they “cross-move to compel arbitration.” ECF Nos. 47, 51-1; see, e.g., Tokio Marine & Fire Ins. Co. v. M/V Saffron Trader,
Moreover, Plaintiffs’ five-month delay in filing a motion to compel arbitration is reasonable in light of the terms of the arbitration agreement. Under the agreement, the parties were required to attempt to resolve their dispute first through their designees and second through nonbinding mediation before submitting their dispute to arbitration. See SAC Ex. I § 12(b). Plaintiffs attempted to initiate non-binding mediation—a condition precedent to arbitration—in a letter to IMG before filing their complaint, see SAC Ex. R, and in a formal request for mediation on March' 1, 2016, see Pis. Letter of May 16, 2016 Ex. C (ECF No. 47-3). Under these circumstances, Plaintiffs’ decision to wait until after IMG formally refused mediation to file their motion to compel arbitration was consistent with the structure of the arbitration agreement, which contemplates non-binding mediation as a precursor to
Second, “the amount of litigation to date” does not weigh in favor of a finding-that Plaintiffs waived their right to arbitrate. La. Stadium,
Defendants stress that Plaintiffs nonetheless- filed three complaints, which prompted Defendants to send Plaintiffs a deficiency letter and file two motions to dismiss. See ECF Nos. 29, 33, 53, 56, 86-1. Defendants are right that, in considering whether a .party waived its right to arbitrate, “it is significant that [the party] is a plaintiff, rather than a defendant, moving, for arbitration,” for the party’s decision to file its lawsuit may be “inconsistent[ ] with its contractual right to arbitration.” La. Stadium,
Finally, Defendants have' not demonstrated sufficient “proof of prejudice” to support a finding of waiver. La. Stadium,
In sum, the Court concludes that Plaintiffs have not waived their right to arbitration.
B. Arbitrability
Defendants next argue that, even if Plaintiffs preserved their right to seek arbitration, this dispute is not arbitrable. See IMG Opp’n Mem. at 12-16 (ECF No. 85); Viacom Opp’n.Mem. at 16-19 (ECF No. 87). The Court concludes that the arbitra-bility of Plaintiffs’ claims against IMG is for the arbitrator to decide but that Viacom may not be compelled to аrbitrate on the basis of the Foundation’s arbitration agreement with IMG Productions.
1, IMG Defendants
“The law generally treats arbi-trability as an issue for judicial determination ‘unless the parties clearly and unmistakably provide otherwise.’ ” NASDAQ OMX Grp., Inc. v. UBS Secs., LLC,
The arbitration provision of the work-for-hire agreement between the Foundаtion and IMG Productions provides, in relevant part, that any dispute arising under the agreement that cannot be resolved through mediation “will be submitted to arbitration and resolved - by a single arbitrator ... in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect:” SAC Ex. I § 12(b). Rule 7 of the Commercial -‘Arbitration Rules provides that “[t]he arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.” AAA, Commercial Arbitration Rules & Mediation Procedures 7(a). Thus, the incorporation of the AÁA Rules into the work-for-hire agreement serves as clear and unmistakable evidence that the Foundation and IMG Productions, LLC agreed to delegate any questions of arbitrability to the arbitrator. See Contec,
IMG argues, however, that WME IMG cannot be compelled to arbitrate becausе it was not a party to the work-for-hire agreement. See IMG Opp’n Mem. at 16-18 (ECF No. 85). This argument is not persuasive." “In order to decide whether arbitratipn of arbitrability is appropriate, a court must first determine whether the parties have a sufficient relationship to each other and to the rights created under the agreement.” Contec,
Similarly here, there is a “sufficient relationship” between IMG Productions, LLC and WME IMG to delegate the question of WMG IMG’s rights under the work-for-hire agreement to the arbitrator. Id. Plaintiffs allege that WMG IMG is, the “successor-in-interest or parent,of,or otherwise responsible for satisfying any,judgment against IMG Productions, LLC.” SAC ¶ 30. Plaintiffs also allege that “IMG was acquired by WME to form WME IMG” in 2014. SAC ¶ 61. IMG claims that Plaintiffs’ allegations are “superficial at best,” but it does not genuinely dispute the allegations or provide any evidence suggesting that WME IMG, LLC and IMG Productions, LLC lack the corporate relationship Plaintiffs describe. IMG Opp’n Mem. at 18. Moreover, as in Contee, the two IMG entities have “continued to conduct themselves as subject to [the agreement] regardless of the change in corporate form.”
IMG also suggests that Katsoris may not assert a right to arbitrate under the agreement because he did not sign the agreement. Under Contec, however, Kat-soris and IMG plainly have a “sufficient relationship” to refer the question of Kat-soris’s rights undеr the work-for-hire agreement to the arbitrator. Contec,
2. Viacom
Plaintiffs argue that Viacom may also be compelled to arbitrate on the basis of the work-for-hire agreement. See Pis.’ Mem. at 14-16 (ECF No. 69).
The Second Circuit has, however, “made clear that a nonsignatory party may be bound to an .arbitration agreement if so dictated by the ‘ordinary principles of contract and agency.’ ” Thomson-CSF, S.A. v. Am. Arbitration Ass’n,
In this case, Plaintiffs advance an estoppel argument. See Pis.’ Mem. at 15-16 (ECF No. 69). “Estoppel of an unwilling non-signatory requires a showing ... that the non-signatory ‘knowingly exploited’ the benefits of an agreement with an arbitration clause and derived a ‘direct benefit’ from the agreement.” AICO Int'l E.C. v. Merrill Lynch & Co.,
“By contrast, the benefit derived from an agreеment is indirect where the nonsignatory exploits the contractual relation of parties to an agreement, but does not exploit (and thereby assume) the agreement itself,” MAG Portfolio,
The Second Circuit also has explained that a non-signatory cannot be compelled to arbitrate under an estoppel theory where “the parties to the agreement with the arbitration clause would not have originally contemplated the non-signatory’s eventual benefit.” Life Techs. Corp. v. AB Sciex Pte. Ltd.,
Here, Plaintiffs have not demonstrated that Viacom “knowingly exploited” the work-for-hire agreement or derived any “direct benefit” from it. MAG Portfolio,
Of course, there is some connection between the subject of the work-for-hire agreement and the benefit Viacom allegedly received: both relate to Plaintiffs’ idea for a television series. But as the Second Circuit has made clear, the question in analyzing estoppel is not whether the non-signatory has some relationship to
While Plaintiffs rely on the Second Circuit’s decision in Deloitte in support of their estoppel argument, see Pis.’ Mem. at. 14-15, the distinctions between this case and- Deloitte are instructive. In Deloitte, the agreement containing an arbitration provision provided for the use of the trade name “Deloitte,” and an accounting firm was compelled to arbitrate largely because it received precisely that benefit—the use of the “Deloitte” name. See
It is true, as Plaintiffs note, that the work-for-hire agreement indicates that the Foundation intended to market the TV Special to television networks. Specifically, Section 3. of the agreement provides-that “[i]t is understood and agreed that [the Foundation] is seeking an offer to enter into a transaction to finance, license, and exhibit- and/or distribute a television production or productions” based on the TV Special. SAC Ex. I § 3. The work-for-hire agreement thus represents one step in the process of accomplishing that goal: ÍMG’s production of the TV Special would provide Plaintiffs the material they needed to market their proposal for “a television production or productions.” Id. By its terms, however, the agreement is one step removed from what Plaintiffs claim Viacom did here—exhibiting or distributing a. television series based on the TV Special. See, e.g„ SAC ¶¶ 159-64, 172, 175, 178. The agreement could not set forth the terms under which a network, such as Nickelodeon, could distribute such a television series, as the agreement was premised on the fact that the material a television network could use to do so did not yet exist. See SAC Ex. I § 3. Accordingly, despite the agreement’s recitation of Plaintiffs’ ultimate objective, any benefits Viacom may have derived from the work-for-hire agreement do not flow from the agreement itself.
Finally, Plaintiffs, have not shown that they and Viacom have a relationship “sufficient to demonstrate that [they] intended to arbitrate this dispute” with Viacom. Ross,
Accordingly, Viacom may not be compelled to arbitrate Plaintiffs’ claims on the basis of the arbitration provision in the Foundation’s work-for-hire agreement with IMG Productions, LLC.
C. Stay .
Plaintiffs request that the Court stay this action pending arbitration. Pis.’ Mot. at 16-19. Defendants oppose this request. The Court concludes that a stay of this action'against all Defendants is appropriate pending Plaintiffs’ arbitration with IMG.
The FAA requires a district court, “on application of one of the parties,” to stay an action after determining tliat “any issue” in the action is “referable to arbitration.” 9 U.S.C. § 3. In Katz v. Cellco Partnership,
Thus, whether or not the FAA requires a stay where some but not all claims are referable to arbitration, a district court may stay proceedings in its discretion. “[District courts ... may stay a case pursuant to the power inherent in every court to control the disposition of the causes on its docket with economy of time and effort for itself, for counsel, and for litigants.” WorldCrisa v. Armstrong,
Here, even if the FAA does not require the Court to stay Plaintiffs’ claims against Viacom, the Court concludes that a discretionary stay is warranted. There is significant factual overlap between Plaintiffs’ claims against IMG and those against Viacom. In particular, Plaintiffs’ copyright infringement claim, and related claim for declaratory judgment, is asserted against ah Defendants. See SAC ¶¶ 165-184. This claim focuses on the similarity between Plaintiffs’ copyrighted works and Viacоm’s allegedly infringing television series. See SAC ¶ 172. The Court would duplicate efforts if it were to consider the similarities between these works when the arbitrator will be tasked with determining the same issue. Moreover, Katsoris’s claim against Viacom • for aiding and abetting IMG’s breach of fiduciary duty, see SAC ¶¶ 220-28, will necessarily involve an inquiry into whether IMG did, in fact, breach a fiduciary duty to Katsoris—another issue the arbitrator must decide, see SAC ¶¶ 202-19. In light of the factual overlap between Plaintiffs’ non-arbitrable claims against Viacom and their arbitrable claims IMG, the Court finds it appropriate to stay all proceedings in this action pending arbitration. See, e.g., Winter Inv’rs, No. 14-CV-6852 (KPF), 2015 WL-5052563, at *12 (granting a discretionary stay where the “issues that the arbitration panel ‘will decide ... overlap significantly (if not entirely) with the issues that this Court would need to reach to adjudicate” non-arbitrable claims); Maritima de Ecologia, No. 10-CV-8134 (DLC),
D, Attorneys’ Fees and Sanctions
Plaintiffs and IMG request attorneys’ fees under 28 U.S.C. § 1927. The Court denies both parties’ requests.
The Court may impose sanctions under both 28 U.S.C. § 1927 and its inherent authority. Section 1927 provides, in relevant part, that any attorney “who so multiplies the proceedings in any case unreasonably and vexatiously may be required by the court to satisfy personally the exeess costs, expenses, and attorneys’ fees reasonably incurred because of such conduct.” 28 U.S.C. § 1927. “Imposition of a sanction under § 1927 requires a ‘clear showing of bad faith.’ ” Oliveri v. Thompson,
Plaintiffs seeks to recover attorney’s fees because, in their view, IMG refused to arbitrate without a legitimate legal basis. See Pis.’ Mem. at 20-21 (ECF No. 69). While the Court finds that IMG was required to arbitraté this dispute,- it does not find that IMG’s position to the contrary was “completely without merit.” Oliveri,
IMG argues that the Court should sanction Plaintiffs because of their delay in moving to compel arbitration. IMG Opp. Mem. at 19. As discussed above, Plaintiffs’ delay in moving to compel arbitration was reasonable in light of the terms of the arbitration agreement and Plaintiffs’ efforts, through cоmmunications with IMG, the Court, and the AAA, to initiate mediation. IMG’s request for sanctions is therefore denied.
CONCLUSION
For the foregoing reasons, Plaintiffs’ motion to compel arbitration against WME IMG, LLC and IMG Productions, LLC is granted, and this action is -stayed against all Defendants. -
SO ORDERED.
Notes
. The TV Special is available at Make a Difference with Loukoumi Television Special, You-tube (Nov. 7, 2014), https://www.youtube. com/watch?feature=youtu.be&v=MAL6ZdH-S_o&app=desktop. See SAC ¶ 95.
. The United States Copyright Office issued a copyright registration for the TV Special, titled Make a Difference with Loukoumi, effective January 8, 2015. See SAC 1196, Ex. J.
. On March 11, 2016, Viacom sent Plaintiffs a letter identifying alleged defects in their complaint. See Fink Decl. Ex. 1 (ECF No. 86-1).
. Viacom, for its part, agreed to "hold the action in abeyance pending [Plaintiffs’] anticipated mediation with IMG” on January 13, 2016, see ECF No. 51-1, yet moved to dismiss Plaintiffs’ First Amended Complaint and Second Amended Complaint on May 2, 2016 and June 13, 2016, respectively, see ECF Nos. 29, 56.
. In addition,- during the course of this litigation, WME IMG and IMG Productions have conducted themselves as though they are both subject to the agreement by, for example, stipulating that the two entities—labeled "together, the ‘WME Defendants’ ”—would "explore the potential for mediation of their dispute” with Plaintiffs. See Order (Mar. 16, 2016) (ECF No. 25).
. Cf. JLM Indus., Inc. v. Stolt-Nielsen SA,
.Plaintiffs do not argue that the question of whether Viacom may be bound by the arbitration agreement is for the arbitrator to decide. To the extent thaf Plaintiffs do make this argument, the Court rejects it: as. discussed below, Viacom lacks a "sufficient relationship" to the parties and to the rights created