USCA Second Circuit, October 28, 2009
- In a summary order, the Second Circuit affirms the district court’s dismissal of plaintiff’s idea misappropriation claim under New Jersey law against Mars relating to an idea to promote M&M candies; the court holds that plaintiff did not convey her idea in confidence
Plaintiff Bonnie Vent is a freelance entertainment broker who contacted Mars by phone and pitched an idea for a cross-promotion between The Addams Family characters and M&M’s candies. Mars subsequently informed Vent that it declined to use her idea. About eight months later, Vent claimed that Mars produced several advertisements featuring M&M’s candies transmogrified to resemble the cast of The Addams Family television show.
Vent filed suit for misappropriation of an idea under New Jersey law which requires that a plaintiff show that (1) the idea was novel; (2) it was made in confidence to the defendant; and (3) it was adopted and used by the defendant in connection with his own activities.. The district court granted defendant’s motion to dismiss because Vent’s idea was not novel and because she did not convey it in confidence.
The Second Circuit affirmed, holding that Vent did not establish that there was a confidential or fiduciary relationship between the parties. According to the court, because Vent did not discuss confidentiality with Mars when she pitched her idea and because there was no written confidentiality agreement, she had to rely on an implied relationship, which required her to demonstrate that a confidential or fiduciary relationship existed between herself and Mars However, the court noted that fiduciary relationships are not imposed in ordinary commercial transactions, but rather require evidence of domination or control of one party by the other. Here, the court held that the parties were dealing at arms length and Mars was not under a duty to act for or to give advice for the benefit of Vent. The court noted that if Vent’s proposed standard was sufficient to find a confidential or fiduciary relationship, it would subsume nearly all business transactions.
The court also noted that fiduciary or confidential relationships require both parties’ agreement. A fiduciary relationship cannot be created unilaterally when one person entrusts another with confidential information. “Simply telling someone information that one party views as confidential is not enough to crate a fiduciary relationship without some assent by the other party.”
The court also rejected Vent’s argument that it is customary in the entertainment and marketing industries for a pitch to be confidential; as the court noted, Mars is not in the entertainment or marketing industries and thus cannot be expected to know or abide by such standards.