Marraccini v. Bertelsmann

OPINION OF THE COURT

Plaintiff alleges that during 1992 she met with Thomas Mc-Partland, vice-president of corporate business affairs and deputy general counsel of defendant Bertelsmann Music Group, Inc. (hereinafter BMG),^[1] to discuss her concept of creating a new cable music channel called "POP TV” to specifically market "new and established artists and to have the artists promote music, fashion lines, accessories and merchandise” by means of home shopping. Upon McPartland’s expression of interest, plaintiff prepared a written proposal and submitted it nine months later for review. Plaintiff contends that before submitting her written proposal, she entered into an oral agreement with BMG to hold the proposal in confidence and that if the proposal was used, she would be compensated and receive both an equity position in the new cable channel and a job position in the new venture.

BMG expressed continuing interest in plaintiff’s concept, explaining that it had "been in [the] process of aggressively looking at the cable industry and the home shopping business as potential areas of expansion for [BMG]”. In the spring of 1993, plaintiff submitted a revised proposal and various marketing analyses as requested by BMG. On September 16, 1993, BMG announced a joint venture with defendant Telecommunications, Inc. (hereinafter TCI) to form a music video cable television channel "that will enable viewers to choose their favorite music videos while having the ability to purchase a diverse array of music-related products and services through the convenience of home shopping”. In June 1994, however, defendants announced that they were not going to proceed with their proposed joint venture.

Plaintiff thereafter commenced this action alleging that her idea was unique and misappropriated by defendants. Seven

It is well settled that "[u]nder modern pleading theory, a complaint should not be dismissed on a pleading motion so long as, when the plaintiff is given the benéfit of every possible favorable inference, a cause of action exists” (Rovello v Orofino Realty Co., 40 NY2d 633 , 634). Further, while affidavits received on such motion may not typically be utilized to determine whether there is evidentiary support for the pleadings, a dismissal can, in fact, be granted if "the affidavits establish conclusively that plaintiff has no cause of action” (supra, at 636).

Plaintiff contends that there existed an oral contract between herself and defendants whereby she agreed to disclose the details of her proposal in return for an indefinite payment, confidentiality, an undefined job and an undefined equity stake in this new undefined venture. Seeking to salvage the enforceability of this contract by contending that all open-ended terms were definable by objective industry standards for idea submissions, we note that the standard to which plaintiff refers is not referenced in the record. "[D]efiniteness as to material matters is of the very essence in contract law * * * [and] a mere agreement to agree, in which a material term is left for future negotiations, is unenforceable” (Martin Delicatessen v Schumacher, 52 NY2d 105 , 109; see, Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp., 78 NY2d 88 ; Danton Constr. Corp. v Bonner, 173 AD2d 759 ). Accordingly, we must conclude, as did Supreme Court, that the terms allegedly agreed to were far too indefinite to constitute an enforceable contract. Notably, plaintiff’s affidavit, potentially useful to cure deficiencies in her complaint, does not contain sufficient detail to warrant a contrary determination.

Even assuming, arguendo, that there was a nondisclosure agreement between these parties prior to plaintiff’s actual submission of her proposal, we find plaintiff’s reliance on Apfel v Prudential-Bache Sec. ( 81 NY2d 470 ) inapposite. In Apfel, the parties indisputably entered into a contract which was