Tech+IP Advisory, LLC v. BlackBerry Limited

Background

Tech+IP Advisory, LLC provided strategic advisory services for advanced-technology and patent transactions. On May 4, 2020, Tech+IP and BlackBerry Limited entered a written agreement making Tech+IP BlackBerry’s exclusive external advisor for a possible transaction involving substantially all of BlackBerry’s patent-licensing business. The agreement provided for a transaction fee if a qualifying transaction closed, and it included a twelve-month term, a twelve-month tail period, and a provision stating that amendments had to be in a writing signed by the parties.

After the original term expired, the parties signed a December 20, 2021 written amendment. That amendment extended the agreement’s term for certain transactions involving Catapult IP Innovations, Inc. or its affiliates and extended the tail period through December 31, 2022. The amendment stated that all other terms remained unchanged, including the requirement that amendments be in writing.

BlackBerry accepted a $600 million bid from Catapult in January 2022, and Tech+IP alleged that it continued providing services. The Catapult transaction did not close. In late December 2022, Tech+IP’s co-founder spoke with BlackBerry’s chief financial officer about extending the agreement. Tech+IP alleged that the chief financial officer agreed that an extension made sense. Tech+IP then sent an email saying that its engagement had been extended until the transaction could occur. The response emphasized the need to complete the work within four weeks.

BlackBerry continued requesting Tech+IP’s services through March 2023, according to the complaint. BlackBerry later announced that it intended to sell its patents to Malikie, a subsidiary of Key Patent Innovations Ltd., which Tech+IP had introduced to BlackBerry. The sale closed on May 11, 2023. Tech+IP sent BlackBerry an invoice for $1,325,000, and BlackBerry rejected it.

Rule 12(b)(6) standard

BlackBerry moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which tests whether a complaint alleges enough facts to state a legally plausible claim. The court generally accepts the complaint’s factual allegations as true and draws reasonable inferences for the plaintiff, but it need not accept unsupported legal conclusions.

Breach-of-contract claim

The court held that New York’s Statute of Frauds applied to the parties’ agreement. That statute requires a signed writing for certain agreements, including agreements to pay compensation for services involved in negotiating the purchase of a business or business opportunity. The court concluded that Tech+IP’s services—including identifying potential buyers, presenting offers, analyzing deals, assisting with due diligence, helping with financial structuring, and seeking financing—fell within the statute, regardless of whether the services were described as investment-banking or advisory work rather than brokerage or finder services.

The court then considered whether the alleged extension was adequately recorded in writing. It ruled that the December 2022 and January 2023 communications did not identify the essential terms of the alleged extension. In particular, they did not establish whether the extension covered only a Catapult transaction or any transaction with a contacted party, and they did not establish the duration of the services covered. The court also stated that, even reading the communications most favorably to Tech+IP, they could be understood only as extending the arrangement for four weeks and for completion of a Catapult transaction. That interpretation would not cover the Malikie transaction, which closed months later, and the communications did not mention a tail period.

The court rejected Tech+IP’s reliance on part performance. It explained that New York law does not recognize a part-performance exception to the Statute of Frauds provision governing compensation for negotiating a business transaction. The court also rejected equitable estoppel, a doctrine that can sometimes prevent a party from relying on a writing requirement after inducing reliance on an oral modification. Tech+IP alleged only the loss of a transaction fee, and the court held that this was not the type of extraordinary or unconscionable injury required for equitable estoppel. The breach-of-contract claim was dismissed.

Good-faith-and-fair-dealing claim

The court dismissed Tech+IP’s claim that BlackBerry breached the implied duty of good faith and fair dealing. It found that the claim was duplicative because it was based on the same alleged failure to pay the transaction fee as the breach-of-contract claim. Tech+IP did not identify specific conduct beyond the alleged contract breach that violated a separate obligation.

Unjust-enrichment and quantum-meruit claims

Tech+IP pleaded unjust enrichment and quantum meruit—claims seeking equitable compensation for benefits allegedly provided—as alternative theories. The court treated them together as quasi-contract claims. It held that these claims were duplicative to the extent they concerned services rendered while the written amended agreement, including its tail period, remained in effect.

For services allegedly provided under the later extension, the court held that the emails still did not satisfy the Statute of Frauds. They did not show a defined scope or duration of services and were ambiguous about whether the extension lasted more than four weeks or covered a transaction other than Catapult. The court therefore dismissed the quasi-contract claims as well.

Disposition

Judge Naomi Reice Buchwald granted BlackBerry’s motion to dismiss and dismissed the case. The order also directed the parties to refile the complaint and motion papers with redactions limited to nonpublic information involving third parties, as required by the court’s sealing direction.