Topps Co. v. Cadbury Stani S.A.I.C., No. 06-5316 (2d Cir. 2008)

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06-5316-cv Topps Co. v. Cadbury Stani S.A.I.C. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT _______________ August Term, 2007 (Argued: December 12, 2007 Decided: May 15, 2008) Docket No. 06-5316-cv _______________ The Topps Company, Inc., Plaintiff-Appellant, v. Cadbury Stani S.A.I.C., f/k/a Productos Stani Sociedad Anonima Industrial y Comercial, Defendant-Appellee. Before: _______________ CARDAMONE, and POOLER, Circuit Judges, and KEENAN,* District Judge. _______________ Plaintiff appeals from the judgment of the United States District Court for the Southern District of New York (Haight, J.), entered November 8, 2006, dismissing claims for breach of contract and misappropriation of trade secrets. Reversed and remanded. _______________ _______________ * Honorable John F. Keenan, United States District Judge for the Southern District of New York, sitting by designation. 1 2 3 4 5 6 7 8 9 10 11 12 _______________ DAVID G. EBERT, New York, New York (Patricia Hewitt, Mioko Tajika, Caitlin L. Bronner, Ingram Yuzek Gainen Carroll & Bertolotti, LLP, New York, New York, of counsel), for Plaintiff-Appellant. DENNIS P. ORR, New York, New York (Stefan W. Engelhardt, John W.R. Murray, Morrison & Foerster LLP, New York, New York, of counsel), for Defendant-Appellee. _______________ 1 2 CARDAMONE, Circuit Judge: Plaintiff appeals from a grant of summary judgment in favor 3 of defendant in litigation between two multinational 4 corporations. 5 "Bazooka" bubble gum, known in this country by its small -- less 6 than an inch -- paper-wrapped package and accompanying comic 7 strip. 8 when the substance chewed was a resin taken directly from certain 9 trees. This litigation concerns chewing gum, principally Chewing gum is a pastime engaged in since ancient times Nowadays people generally chew the industrially-produced 10 version. They do so for a variety of reasons, including: to 11 cleanse teeth and freshen breath; to focus the mind during 12 athletic competitions; to calm the stomach; and to take the place 13 of smoking. 14 carrying out other routine activities, such as walking, is 15 sometimes used as an epithet. 16 today a sugary confection it is sweet and chewing gum is 17 enjoyable and fun. One's inability to chew gum while simultaneously And, of course, because gum is 18 Such a widely enjoyed product is a big seller in the 19 marketplace and a dispute over the manufacture and distribution 20 of "Bazooka" bubble gum and another brand in parts of South 21 America is what precipitated the instant litigation. 22 appeal we review a grant of summary judgment to defendant, which 23 had been licensed for many years by plaintiff to make and sell 24 these products. 25 District Court for the Southern District of New York (Haight, J.) 26 relied heavily on an analysis of trademark rights and the sale of On this In reaching its decision the United States 2 1 goodwill that led it into a complex and evolving area of the law. 2 We believe it erred here as well as in other aspects of its 3 reasoning. 4 new guideposts into the trademark terrain. 5 simply to explain why this case was not ripe for summary 6 judgment. Yet, it is not our purpose in this opinion to plant 7 8 9 We write, rather, BACKGROUND The Topps Company, Inc. (Topps or plaintiff) is a New York corporation that makes and sells chewing gum under a number of 10 brand names, including the "Bazooka" brand. 11 S.A.I.C., f/k/a Productos Stani Sociedad Anonima Industrial y 12 Comercial (Stani or defendant) is an Argentinian corporation to 13 which, beginning in 1957, Topps granted, through a series of 14 licensing agreements, the exclusive right to manufacture, sell 15 and distribute "Bazooka" and other Topps chewing gum brands in 16 five South American countries: 17 Paraguay and Uruguay. 18 454 F. Supp. 2d 89, 91 (S.D.N.Y. 2006). 19 A. 20 Cadbury Stani Argentina, Bolivia, Chile, See Topps Co. v. Cadbury Stani S.A.I.C., The Licensing Agreements The original 1957 licensing agreement provided for Topps to 21 share with Stani "the know-how, formulae, processes and 22 techniques used by Topps" in return for royalties on Stani's 23 sales. 24 in 1976, one year short of the contract's termination, the 25 parties executed a new agreement, providing for the continued 26 sharing of "manufacturing technology, marketing concepts and The 1957 agreement was set to expire after 20 years. 3 But 1 techniques, administrative and consultive assistance and 2 trademark use" in return for Stani paying a yearly license fee. 3 The 1976 agreement had a term of ten years, with an option for 4 Stani to extend it for another ten years. 5 Four years later, in 1980, the parties simultaneously 6 executed two additional agreements that are the subject of the 7 present dispute. 8 Agreement. 9 1976 license agreement, but extended the license until April 30, One was an Amended and Restated License It contained terms similar to those set out in the 10 1996. Paragraph 2 of the 1980 license agreement stated that 11 Topps granted to Stani 12 13 14 15 16 17 18 19 20 21 This language was nearly identical to that of paragraph 2 of the 22 1976 license agreement, except that the 1976 agreement referred 23 to "Licensed Products utilizing TOPPS Technology" (emphasis 24 added) while the 1980 agreement referred simply to "Licenced 25 Products." 26 27 28 29 30 31 32 33 34 the exclusive non-assignable right and license to manufacture in Argentina, Bolivia, Chile, Paraguay and Uruguay and sell within the Territory, during the continuance of this Agreement, Licensed Products employed by TOPPS in [enumerated locations] and in any subsequent established affiliated plants of TOPPS. Paragraph 3 of the 1980 license agreement stated [t]he TOPPS Trademarks and the TOPPS Technology shall at all times remain the exclusive property of TOPPS or its assigns and the rights hereby granted to STANI shall be by way of license or, if required by trademark regulations within the Territory, by way of registered user rights. 4 1 Again, this language was nearly identical to that used in the 2 1976 licensing agreement. 3 Topps Trademarks as "all Chewing Gum and Other Topps Products 4 trademarks, owned, used or originated by TOPPS," and they defined 5 Topps Technology as "the specialized knowledge and experience of 6 TOPPS applicable to the manufacture and/or sale of Licensed 7 Products," including "formulae, recipes, processes, equipment 8 utilization, labour and equipment standards, ingredient 9 specifications, factory management and production planning 10 techniques, factory facility design and layout and quality 11 control procedures, including gum base technology." 12 In addition, both agreements defined The 1980 and 1976 license agreements provided for early 13 termination by either party on certain grounds, and both 14 specified that upon termination Stani, among other things, would 15 have no further right "to use any of the TOPPS Trademarks or the 16 TOPPS Technology except for use in connection with selling and 17 disposing of Licensed Products on hand" under specified 18 conditions. 19 Further, Paragraph 30 of the 1980 license agreement (like 20 Paragraph 32 of the 1976 agreement) contained the following 21 language 22 23 24 25 26 27 28 29 30 All the terms of the Agreement between the parties are herein set forth and no modification, amendment alteration or variation of the terms of this Agreement shall be valid unless in writing signed by TOPPS and STANI. No agreement, letter or other communication between the parties shall be deemed to be a modification or amendment of this Agreement or any terms hereof, unless 5 1 2 3 4 5 6 such agreement, letter or other communication expressly provides that it is intended to be a modification or amendment of this Agreement. B. 7 The Escrow Agreement On the same day the 1980 license agreement was executed, the 8 parties also signed what they termed an Escrow Agreement. This 9 escrow agreement set out the terms by which the minute book, 10 stock book, and stock certificates of one Verco Holding 11 Corporation would be held in escrow and delivered to Stani's 12 owner on May 31, 1996 unless Stani defaulted under the 1980 13 license agreement or other enumerated events occurred. 14 preamble to the escrow agreement stated, "Topps has transferred 15 legal title to the registration in Argentina of the trademarks 16 'Bazooka', 'Topps' and related trademarks to the Verco Holding 17 Corp., a New York corporation, all of the capital stock of which 18 is issued in the name of [Stani's owner]." 19 transfer, Stani paid Topps $100,000. 20 98. 21 22 C. The In exchange for the Topps, 454 F. Supp. 2d at The Dispute The 1980 license agreement expired by its own terms on April 23 30, 1996, and it appears the escrow agent, as provided in the 24 escrow agreement, transferred the stock and corporate papers to 25 Stani's owner on May 31, 1996. 26 Three years later, in 1999, Topps brought the present suit 27 against Stani, contending that Stani continued to use Topps 28 chewing gum formulas (considered Topps Technology under the Topps, 454 F. Supp. 2d at 98. 6 1 license agreements) after April 30, 1996, and that it transferred 2 these formulas and other Topps Technology to its parent company, 3 Cadbury, all in breach of the 1980 license agreement. 4 maintained Stani's conduct constituted wrongful misappropriation 5 of trade secrets under New York tort law. 6 denying it continued to use Topps chewing gum formulas, and (2) 7 arguing that even if it had, such conduct was neither a breach of 8 the agreement nor a wrongful misappropriation because the 9 agreement granted it the right to use plaintiff's formulas. 10 11 Topps Stani responded by (1) Topps, 454 F. Supp. 2d at 99. On Stani's motion, the district court granted it summary 12 judgment on all but one of Topps' claims. Id. at 108. The court 13 separated these claims from the one remaining claim in order to 14 render a final, appealable judgment. 15 S.A.I.C., 2006 WL 3247360, at *4 (S.D.N.Y. 2006). 16 court concluded that the 1980 licensing agreement, read in 17 conjunction with both the contemporaneously signed escrow 18 agreement and the prior (1976) licensing agreement, unambiguously 19 gives Stani the right to continue using Topps chewing gum 20 formulas even after the 1996 expiration date. 21 Supp. 2d at 101-07. 22 to hold there was neither a breach of contract, nor a wrongful 23 misappropriation of trade secrets. 24 ensuing dismissal of its claims, Topps now appeals. Topps Co. v. Cadbury Stani, The trial Topps, 454 F. Reasoning from this conclusion, it went on 7 Id. at 107-08. From the 1 DISCUSSION 2 3 I Standard of Review We review a grant of summary judgment de novo applying the 4 same tests used by the district court. See, e.g., Compagnie 5 Financiere de CIC et de L'Union Europeenne v. Merrill Lynch, 6 Pierce, Fenner & Smith Inc., 232 F.3d 153, 157 (2d Cir. 2000). 7 Imposing this procedural remedy is appropriate only when there is 8 no genuine issue with regard to any material fact and the moving 9 party is entitled to judgment as a matter of law. Fed. R. Civ. 10 P. 56(c). 11 construe all the evidence in the light most favorable to the 12 nonmoving party, in this case Topps, and draw all inferences and 13 resolve all ambiguities in that party's favor. 14 Nat'l Ass'n v. Nomura Asset Capital Corp., 424 F.3d 195, 205 (2d 15 Cir. 2005). 16 When deciding a summary judgment motion, a court must LaSalle Bank This generally means that a motion for summary judgment may 17 be granted in a contract dispute only when the contractual 18 language on which the moving party's case rests is found to be 19 wholly unambiguous and to convey a definite meaning. 20 Compagnie Financiere, 232 F.3d at 157-58. 21 defined in terms of whether a reasonably intelligent person 22 viewing the contract objectively could interpret the language in 23 more than one way. 24 Mgmt. Pension Plan, 7 F.3d 1091, 1095 (2d Cir. 1993). 25 extent the moving party's case hinges on ambiguous contract 26 language, summary judgment may be granted only if the ambiguities See Ambiguity here is Sayers v. Rochester Tel. Corp. Supplemental 8 To the 1 may be resolved through extrinsic evidence that is itself capable 2 of only one interpretation, or where there is no extrinsic 3 evidence that would support a resolution of these ambiguities in 4 favor of the nonmoving party's case. 5 232 F.3d at 158. 6 See Compagnie Financiere, We turn next to resolve those issues. II The 1980 License Agreement 7 A. Its Ambiguity 8 On its face, the 1980 license agreement contains no terms 9 expressly granting or denying Stani the right to Topps chewing 10 gum formulas after April 1996, and its provisions bearing on the 11 issue point in different directions. 12 agreement states, "[t]he TOPPS Trademarks and the TOPPS 13 Technology" -- the latter defined to include Topps chewing gum 14 formulas -- "shall at all times remain the exclusive property of 15 TOPPS or its assigns." 16 Stani the right to use Topps formulas, it grants this right only 17 "during the continuance" of the agreement. 18 strongly suggest Stani had no right to continue using Topps 19 formulas after the agreement's April 1996 expiration date. 20 the other hand, there is no language in the 1980 agreement 21 expressly stating that Stani's right to the formulas would end 22 with the April 1996 expiration date. 23 agreement expressly addresses the loss of Stani's right to these 24 formulas in the event of early termination. 25 of such express language in the agreement with respect to the On the one hand, the And further, where Paragraph 2 grants 9 These provisions On By way of contrast, this Hence, the absence 1 regular expiration date could be read to mean Stani's rights to 2 the formulas would continue. 3 As a consequence, the 1980 license agreement is amenable to 4 two different interpretations. 5 intelligent person viewing this agreement objectively could 6 choose either interpretation, we hold the agreement is ambiguous. 7 See Compagnie Financiere, 232 F.3d at 158; Sayers, 7 F.3d at 8 1095. 9 10 B. Because we believe a reasonably The Role of Extrinsic Evidence Given our conclusion that the 1980 license agreement is 11 ambiguous, we look next to the record to determine whether any 12 relevant extrinsic evidence is so one-sided in defendant's favor 13 as to allow Stani's interpretation to prevail on summary 14 judgment. 15 that the 1980 escrow agreement and 1976 license agreement are 16 inadmissible for this purpose under the parol evidence rule. 17 As a preliminary matter, we address Topps' contention It is conceded that New York law governs the interpretation 18 of the 1980 license agreement. New York's parol evidence rule 19 generally bars admission of extrinsic evidence to vary or 20 contradict the terms of a fully integrated writing. 21 Int'l Corp. v. Wal-Mart Stores, Inc., 89 NY2d 594, 599-600 (N.Y. 22 1997). 23 Supp. 2d at 101 n.11, this rule of inadmissibility of extrinsic 24 evidence applies to both oral and written evidence alike. 25 Primex, 89 NY2d at 599-600; Farm Stores, Inc. v. Sch. Feeding 26 Corp., 79 AD2d 504, 504-05 (1st Dep't 1980), aff'd 53 NY2d 910 See Primex Contrary to the district court's analysis, Topps, 454 F. 10 See 1 (N.Y. 1981). 2 appears to express the parties' intent to form an integrated 3 agreement. 4 Moreover, Article 30 of the 1980 license agreement See Primex, 89 NY2d at 596-97, 599-600. Nonetheless, extrinsic evidence may be used as a guide to 5 Stani's rights after April 1996 because the 1980 license 6 agreement is facially ambiguous as to these rights. 7 a document may be fully integrated with respect to the ultimate 8 terms of the agreement, the meaning of those terms may remain 9 unclear." "Even though U.S. Fire Ins. Co. v. Gen. Reinsurance Corp., 949 F.2d 10 569, 571 (2d Cir. 1991) (applying New York law). In such cases, 11 it is proper to consider extrinsic evidence in interpreting the 12 ambiguous terms, irrespective of the parol evidence rule. Id. 13 The extrinsic evidence in this case, however, does not 14 resolve the ambiguities over Stani's rights for purposes of its 15 summary judgment motion. 16 license agreement shed little light on the parties' intent with 17 regard to Stani's rights to Topps formulas after April 1996. 18 fact, the strongest pieces of extrinsic evidence identified by 19 the parties are Stani's own pleadings and the statement of one of 20 its experts that it had no need for these formulas after that 21 date -- and possibly even much earlier. 22 case, these pieces of evidence lend support to Topps' position. 23 24 III The 1980 escrow agreement and the 1976 In Far from proving Stani's District Court's Analysis The district court viewed the evidence in a different light. 25 It did so in the context of interpreting what it erroneously 26 believed to be unambiguous contract language. 11 Nonetheless, we 1 address its reasoning at this juncture. 2 sound, it would apply equally to our evaluation of the evidence 3 for purposes of resolving the ambiguities in the 1980 license 4 agreement. 5 6 A. Were this reasoning Of Trademark Law The trial court relied heavily on the 1980 escrow agreement, 7 which it read in the context of what it understood to be 8 applicable principles of trademark law. 9 Stani had not been given the right to continue using Topps It reasoned that if 10 formulas after April 1996, the 1980 escrow agreement would amount 11 to nothing more than a transfer of the Topps trademarks "in 12 gross," and in that way would "violate the laws of trademark." 13 Topps, 454 F. Supp. 2d at 102. 14 must not have intended to contract with each other in such a 15 manner. 16 The court concluded the parties Id. We think this reasoning flawed in several respects. First, 17 the district court assumed the "laws of trademark" applicable to 18 this transfer prohibited assignments "in gross." 19 looked to U.S. trademark law for the principle that a trademark 20 is simply a symbol of goodwill and cannot be sold or assigned 21 apart from the goodwill it symbolizes. 22 Marshak v. Green, 746 F.2d 927, 929 (2d Cir. 1984) (citing Lanham 23 Act § 10, 15 U.S.C. § 1060)). 24 purported transfer of a trademark divorced from its goodwill, and 25 it is generally deemed invalid under U.S. law. In so doing it Id. at 102 (citing An assignment "in gross" is a 12 See Marshak, 746 1 F.2d at 929. But in the case at hand the 1980 escrow agreement 2 dealt with trademarks in Argentina, not in the United States. 3 Although the escrow agreement includes a choice-of-law 4 clause pointing to New York law, the question is not whether or 5 how to enforce this agreement, but rather what was the actual 6 effect, in Argentina, of the purported transfer that the 7 agreement memorialized. 8 fundamental to trademark law. 9 existence under each country's laws, and trademark rights exist The principle of territoriality is A trademark has a separate legal 10 in each country solely according to that nation's laws. See, 11 e.g., ITC Ltd. v. Punchgini, Inc., 482 F.3d 135, 155 (2d Cir. 12 2007); Person's Co. v. Christman, 900 F.2d 1565, 1568-69 (Fed. 13 Cir. 1990). 14 memorialized in the escrow agreement ultimately left Stani with 15 the right to trademarks in Argentina depends on Argentinian law. 16 This is a significant matter in this litigation because 17 there has been no briefing on the relevant Argentinian law, much 18 less any notification, under Federal Rule of Civil Procedure 19 44.1, that foreign law would be at issue. 20 rule definitively on this issue under these circumstances, we 21 note that Argentinian trademark law (like that of many countries) 22 appears to permit assignments in gross. 23 Throughout the World § 9:21 (5th ed. 2007); Susan Barbieri 24 Montgomery & Richard J. Taylor, Key Issues in Worldwide Trademark 25 Transfers: 26 Iris V. Quadrio, Argentina in id. at AR-1, AR-11; Mark A. As a consequence, whether or not the transfer Although we decline to See 1 Trademarks Law & Practice 1, 5-6 (2005); Ernesto O'Farrell & 13 1 Greenfield, Goodwill As a Factor in Trademark Assignments: 2 Comparative Study, 60 Trademark Rep. 173, 181-81 (1970). 3 A Second, even were the court's ruling correct that the 4 applicable law prohibited assignments in gross, it is not evident 5 the transfer at issue required a concomitant transfer of Topps 6 chewing gum formulas to avoid qualifying as such an assignment. 7 The goodwill requirement in U.S. law does not mean the assignee's 8 products must be identical to those of the assignor. 9 they need only be "substantially similar" such that "consumers Instead, 10 would not be deceived or harmed." Marshak, 746 F.2d at 930. 11 Stani's own pleadings and the statements of one of its experts 12 strongly suggest a substantially similar product could be 13 produced without using the Topps formulas. 14 this question of fact could not be resolved in Stani's favor on 15 Stani's motion for summary judgment. At the very least, 16 Third, even if applicable law prohibited assignments in 17 gross and even if the transfer here would have qualified as such 18 without a concomitant transfer of Topps formulas, there still is 19 insufficient proof, for summary judgment purposes, that the 20 parties intended to give Stani the right to these formulas. 21 could well have been that the parties were attempting an 22 assignment in gross despite the law. 23 businesses take this risk frequently. See Irene Calboli, 24 Trademark Assignment "With Goodwill": A Concept Whose Time Has 25 Gone, 57 Fla. L. Rev. 771, 774 (2005); Nathan Isaacs, Traffic in 26 Trade-Symbols, 44 Harv. L. Rev. 1210, 1210-21 (1931). 14 It In fact it appears And, to 1 the extent the parties were looking to U.S. law when they 2 negotiated the escrow agreement, they may well have relied on the 3 then-recent trend toward a more flexible definition of the 4 goodwill necessary to avoid the prohibition against assignments 5 in gross. 6 1970s, most courts . . . started to declare assignments valid as 7 long as sufficient continuity or substantial similarity, rather 8 than identity, existed between the marked goods."); Stephen L. 9 Carter, The Trouble With Trademark, 99 Yale L.J. 759, 785-87 See Calboli, supra, at 791 ("[B]y the beginning of the 10 (1990) (criticizing this trend). 11 involved in the district court's trademark analysis, this 12 question of the parties' intent was a subject not suitably 13 resolved on summary judgment. 14 15 B. As with the other issues Of Contract Law The district court also relied on principles of contract law 16 in reading the 1980 escrow agreement and the 1976 license 17 agreement in conjunction with the 1980 license agreement. 18 looked to the 1980 license agreement's broad definition of "Topps 19 Technology" to include not just the chewing gum formulas at issue 20 but also "all other elements of TOPPS' knowledge and experience." 21 Topps, 454 F. Supp. 2d at 104. 22 agreement to be read as prohibiting Stani's continued use of 23 Topps chewing gum formulas, it would also need to be read as 24 prohibiting Stani's use of everything else defined as Topps 25 Technology, since the agreement does not differentiate between 26 these groups. It The court reasoned that for the Id. 15 1 This reading, the court found, would have "put Stani out of 2 business" or at least forced it to "start over entirely in the 3 gum business, with new plants, new methods, new processes, and 4 all the technical components involved in the making of chewing 5 gum." 6 inconsistent with the existence of the escrow agreement, which 7 suggested the parties' assumption that Stani would continue to 8 manufacture and sell chewing gum using the "'specialized 9 knowledge and experience' it had acquired from Topps over the 10 Id. Such an outcome seemed in the trial court's view course of a 39-year relationship." Id. 11 The district court also focused on the contrast, noted in 12 Part II A. above, between the 1980 license agreement's express 13 language cutting off Stani's right to use Topps Technology in the 14 event of early termination, and the absence of such a cut-off 15 provision in the contract language establishing the April 1996 16 expiration date. 17 absence of the words "utilizing Topps technology" in paragraph 2 18 of the 1980 licensing agreement as compared to paragraph 2 of the 19 1976 licensing agreement, (2) the fact that the 1980 licensing 20 agreement was set to expire on a date certain whereas the 1976 21 agreement had the option of renewal, and (3) the fact that Stani 22 had limited rights to terminate the 1980 licensing agreement as 23 compared to its rights to terminate the 1976 licensing agreement. 24 Id. at 105-07. 25 the parties' intent for Stani to continue using Topps Technology, 26 including chewing gum formulas, after April 1996. Id. at 105. Further, it looked to (1) the The court took all of these things as signs of 16 Id. at 107. 1 There is no question that with respect to Stani's rights 2 after April 1996 the 1980 license agreement could have been more 3 clearly written. 4 does not weigh so overwhelmingly in Stani's favor as to permit 5 resolution of the agreement's ambiguities on a motion for summary 6 judgment. 7 pleadings and the statements of one of its experts strongly 8 undercut the district court's finding that the company could not 9 remain in business without using Topps Technology. However, the extrinsic evidence in the record Quite the contrary, as already noted, Stani's own While the 10 differences in the language of the 1976 and 1980 license 11 agreements do support Stani's position to some extent, they do 12 not plainly resolve the question for purposes of summary 13 judgment. 14 CONCLUSION 15 For all of these reasons, we must reverse the district 16 court's grant of summary judgment in favor of defendant. 17 so with respect to the breach of contract claim (including Topps' 18 claim with regard to the alleged disclosure of Topps Technology 19 to Cadbury, which was not addressed in the district court's 20 opinion), and also with respect to the misappropriation claim, 21 since the judgment we reverse hinged as to both claims on an 22 erroneous interpretation of the 1980 license agreement. 23 24 We do Accordingly, the case is remanded to the district court for further proceedings not inconsistent with this opinion. 17

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