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Fox Cable Networks, Inc. v. Goen Technologies Corp.

May 20, 2008


The opinion of the court was delivered by: William J. Martini, U.S.D.J.



Plaintiffs move for summary judgment on their claims for breach of contract and unjust enrichment. The Court finds disputed issues of material fact regarding the existence and terms of the alleged contract, and these findings preclude summary judgment on Plaintiffs' contract claim. These findings also preclude summary judgment on Plaintiffs' unjust enrichment claim since that claim can succeed only if no contract existed. Accordingly, Plaintiffs' motion for summary judgment is DENIED.


This case concerns an alleged advertising contract. Defendants-Goen Technologies Corporation and Winfuel, Inc.-sought to advertise a nutritional supplement that they produced and marketed, called WinFuel. (Compl. ¶¶ 3,4, 8--10.) To this end, Defendants contacted Plaintiffs-Fox Cable Networks, Inc. and Fox Broadcasting Company-to purchase advertising airtime on Fox television channels. (Compl. ¶¶ 1, 2, 10.) The communications that ensued between the parties were cryptic and conflicting. While the parties agree that these communications ultimately constituted an enforceable contract (Compl. ¶¶ 24--28; Countercl. ¶¶ 7--10), it is difficult to ascertain the terms or even existence of such a contract. Accordingly, it is also difficult to ascertain whether each party satisfactorily performed its obligations under any such contract.

A. The Alleged Contract

In late 2004, Defendants contacted Plaintiffs to purchase airtime on Fox television stations for advertising WinFuel. (Compl. ¶ 8.) During negotiations that ensued, Defendants emphasized that they sought not only airtime for commercial ads but also other smaller advertising features, which Defendants referred to as "added values." (Decl. of Alex Goen ¶ 5.) For example, Defendants wanted Plaintiffs to label WinFuel as the official sponsor of certain sporting events. (Goen Decl. ¶ 5.)

On December 23, 2004, Plaintiffs sent Defendants an email containing a proposal for an agreement. (Decl. of Guy Sousa Ex. C.) The proposal contained terse descriptions of proposed commercial airtime sales. (Sousa Decl. Ex. C.) For each proposed unit of airtime the proposal listed several details: the date on which the ad would run, the television event during which the ad would run, a location, the number of ads to run during that event, the cost per unit, the total cost, and the "Net" cost. (Sousa Decl. Ex. C.) The proposal also lists "added values" such as "Presenting Sponsor Nashville," and "Running Order in all races." (Sousa Decl. Ex. C.) It is difficult to ascertain precisely what advertising services these describe.

On January 5, 2005, Defendants responded by email with an addendum to the aforementioned proposed agreement. (Goen Decl. ¶ 10.) The addendum stated that Plaintiffs "agree[] to provide" and then listed several "added values." (Goen Decl. Ex. C.) For example, the addendum stated that Plaintiffs agree to "Provide best efforts to show the WINFUEL logo on Dale Jr.'s NASCAR during any broadcast." (Goen Decl. Ex. C.) The email requested Plaintiffs to "execute the document" to "shore up this entire deal." (Goen Decl. Ex. C.)

Plaintiffs responded in turn on January 12, 2005, with a marked-up version of the addendum. (Goen Decl. Ex. B ¶ 3(b).) In the marked-up version, Plaintiffs agreed to some-but not all-of the terms that Defendants proposed in the addendum. (Goen Decl. Ex. B ¶ 3(b).)

Plaintiffs also claim that two days later, on January 14, 2005, they sent Defendants a letter to "confirm the order you placed on behalf of Goen Group/WINFUEL with FOX Cable Sports." (Sousa Decl. Ex. D.) The letter contained several details about each proposed broadcasts. (Sousa Decl. Ex. D.) Defendants claim that they never received letter and that Plaintiffs actually fabricated it some time later.*fn1 (Goen Decl. ¶¶ 19--26.)

Notwithstanding whether Defendants received this letter, on March 4, 2005, Defendants sent Plaintiffs a letter guaranteeing a payment of some kind. (Sousa Decl. Ex. E.) Specifically, the letter states that "WINFUEL, Incorporated guarantees payment to Fox Cable Networks within its terms of Net 30 days of the month following broadcast." (Sousa Decl. Ex. E.)

Based on the above communications, the parties believed and continue to believe that they had ...

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