Question: Vent v. Mars Snackfood U.S., LLC, 611 F. Supp. 2d 333 (S.D. N.Y. 2009)
Bonnie Vent, a citizen of California, filed this action against Mars Snackfood US, LLC, and Mars, Inc. (collectively, "Mars"), corporations that are considered for purposes of diversity jurisdiction citizens of New Jersey and Virginia. Mars filed a motion to dismiss In her opposition to Mars's motion to dismiss, Ms. Vent agrees with Mars's assertion that New Jersey law controls the misappropriation of idea claim. For the following reasons, the Court grants Mars's motion to dismiss. I Background Ms. Vent is a freelance entertainment broker, focusing particularly on actors and actresses from classic television programs. As relevant here, Ms. Vent represented various individuals who starred in the 1960s television program "The Addams Family," including the actors and actress who played Cousin It (Felix Silla), Pugsley (Ken Weatherwax), and Wednesday (Lisa Loring)
In August 2006, Ms. Vent was preparing to help launch the release of the Addams Family DVD Volume 1. She called Claire O'Donnell, a senior marketing buyer for Mars based in New Jersey. During this telephone call, Ms. Vent claims that she "pitched a specific, novel, and concrete idea for a cross-promotion between Addams Family characters and M&M's candies [sic] for Halloween." According to the Amended Complaint, "[t]he idea conveyed by [Ms. Vent] to Ms. O'Donnell specifically mentioned the use of animated M&M's characters [sic] with Addams Family characters for a cross-promotion of the two products (M&M's candies and Addams Family DVD)." In this conversation, Ms. Vent also told O'Donnell that her clients-Loring, Weatherwax, and Silla-were available to appear in the advertisement. The Amended Complaint alleges that the idea was shared in confidence, although it does not describe any particular statements or actions substantiating this assertion. It also alleges that "a confidential or fiduciary relationship existed between" Ms. Vent and O'Donnell because "the parties did not deal on equal terms." Further, the Amended Complaint alleges that Ms. Vent "trusted and relied on Ms. O'Donnell ... to protect her interests" in the marketing idea.
The Amended Complaint states that Ms. Vent's idea was "novel and concrete." The idea allegedly was not in use in the entertainment or advertising industries at the time; "showed genuine novelty and invention [] and was not merely a clever or useful adaptation of existing knowledge; was "definite and well-developed (i.e., the specific use of M&M's animated characters with Addams Family characters)"; was "taken [from] existing material [and] common sources and combined and arranged them into a new form"; and was given "a unique application in a different manner and for a different purpose than what previously existed." The Amended Complaint concedes, however, that, prior to Ms. Vent's telephone conversation with O'Donnell, Mars had promoted its M&M's products with movie releases and, particularly, with DVDs. Shortly after this initial telephone conversation, O'Donnell informed Ms. Vent that Mars had declined to use her idea for a cross-promotion between Addams Family characters and M&M's candies. About eight months after Mars's refusal, however, Ms. Vent claims that Mars produced several advertisements featuring her idea of cross-promoting Addams Family characters with M&M's candies. These advertisements consisted of M&M's chocolate candy animated characters transmogrified to resemble the cast of television program and the Addams Family theme song (including the finger snaps). II Discussion B. New Jersey Law Governing Misappropriation of Idea Under New Jersey law, a party may incur liability for the misappropriation of an idea if
(1) the idea was novel;
(2) it was made in confidence [to the defendant]; and
(3) it was adopted and made use of [by the defendant in connection with his own activities].
Although novelty has not been clearly defined under New Jersey law, courts have set forth some general guidelines that are helpful in analyzing this fluid concept. An idea is not novel, for example, if "it was merely ‘a different application of a long-established principle []' or if ‘a competitive product similar to [the plaintiff's] was [already] on the market.'" "[I]nnovation, originality, or invention" are probative of an idea's novelty. An idea that is an "adaptation of an existing idea or [that] embodies elements long in use" may be novel if "the adaptation or combination would lead to a significantly new and useful result." Nevertheless, "[a]n idea lacks novelty if it is merely a clever or useful adaptation of existing knowledge, or it is no more than a variation on a basic theme." Given these general principles, ... the following factors are relevant to the novelty inquiry:
(1) the idea's specificity or generality (is it a generic concept or one of specific application?),
(2) the idea's commonality (how many people know of this idea?),
(3) the idea's originality (how different is this idea from generally known ideas?),
(4) the idea's commercial viability (how widespread is the idea's use in the industry?),
(5) the idea's obviousness (was the idea an obvious adaptation or application of an idea already in the domain of public knowledge?), and
(6) the idea's secrecy (did an otherwise novel idea lose its novelty status because of inadequate steps taken to maintain the idea's secrecy?).
In addition to the novelty requirement, a plaintiff asserting a misappropriation of idea claim must show that he or she shared the idea in confidence. "An idea ... is accorded no protection in the law," New Jersey courts have held, "unless it is acquired and used in such circumstances that the law will imply a contractual or fiduciary relationship between the parties." New Jersey law defines a fiduciary relationship as one in which "one party places trust and confidence in another who is in a dominant or superior position."
1. Ms. Vent's misappropriation of idea claim must be dismissed on the ground that her idea lacks novelty. Even accepting as true the factual allegations contained in Ms. Vent's Amended Complaint and drawing all inferences in her favor, Ms. Vent's idea was merely "a variation on a basic theme." As a preliminary matter, the Court notes Ms. Vent's idea was general and undeveloped. She did not draft any examples or sketches of the advertisement, did not specify the medium that the advertisement would take, and did not write a script. This lack of development assumes particular relevance given the prior cross-promotion advertisements produced by Mars. Although Ms. Vent's specified using animated M&M's candies and members of the Addams Family cast in cross-promoting the Addams Family DVD and Mars's products, her Amended Complaint concedes that, prior to Ms. Vent's telephone call to O'Donnell, Mars had promoted its M&M's products with movie releases and, particularly, with DVDs. Indeed, in 2004, Mars produced and televised a cross-promotion of Shrek 2 and M&M's, featuring animated M&M's candies and members of the Shrek 2 cast. Accordingly, Ms. Vent's idea also was not "different from generally known ideas," but rather "an obvious adaptation of an idea already in the domain of public knowledge."
Thus, Ms. Vent's general and undeveloped idea, as pitched to Mars, does not contain any novel aspects-unique visual presentation or particularly witty dialogue, for example-that would set it apart from already extant cross-promotion ideas. Ms. Vent's idea involved minimum creativity-she merely took an existing basic theme (cross-promoting DVDs and M&M's) and substituted her own product without adding any unique or creative details or elements. Ms. Vent submits that she has stated a plausible claim of novelty because the DVD that she was seeking to promote-the Addams Family-was a classic television program, whereas Mars's previous crosspromotion was a relatively recent animated movie. This is insufficient. Under New Jersey law, "[a]n idea will not satisfy the novelty requirement if it is not significantly different from, or is an obvious adaptation or combination of ideas in the public domain." Ms. Vent's idea was generic, commonly known, commercially available, and obvious. Consequently, Ms. Vent's misappropriation claim must be dismissed on the issue of novelty.
2. Independently, Ms. Vent's claim also must be dismissed because her Amended Complaint contains no allegations that raise a plausible claim that her idea was shared in confidence. The Amended Complaint appears to assert two bases for establishing the confidence element. First, it states-summarily and without any substantiating factual allegations-that Ms. Vent "presented her idea to Defendants in confidence." Second, the Amended Complaint asserts that "a confidential or fiduciary relationship existed between" Ms. Vent and O'Donnell because "the parties did not deal on equal terms." Neither of these assertions is sufficient to survive Mars's motion to dismiss. Although Ms. Vent claims that she presented her idea to O'Donnell in confidence, the Amended Complaint does not assert that she told O'Donnell that the idea was being shared in confidence or that she otherwise indicated to Mars the confidential nature of her idea. Ms. Vent does not allege that she requested a confidentiality agreement or even that she limited the dissemination of her idea. Furthermore, Ms. Vent's claim that she and O'Donnell had a fiduciary relationship is unmeritorious. Ms. Vent, an entertainment broker and a business person, cold-called O'Donnell to pitch an arms-length advertisement transaction. This was not a "special relationship based on trust and confidence." Ms. Vent and O'Donnell did not have a long-standing business relationship, O'Donnell did not agree to serve as a fiduciary, nor did O'Donnell have any special knowledge or skills or occupy a superior position. Accordingly, Ms. Vent's Amended Complaint fails to plead a plausible claim that she divulged her idea to O'Donnell in confidence. Therefore, Mars's motion to dismiss is granted on this basis as well.
Conclusion For the foregoing reasons, the Court grants Mars's motion to dismiss.
QUESTIONS FOR DISCUSSION FOR CASE 3.5
1. Why is this state law claim being heard in federal court?
2. Under New Jersey law, misappropriation of an idea requires the plaintiff to show three elements. Which element or elements were at issue here? Why?
3. What steps could Vent have taken to protect her idea initially?