Nielsen Consumer LLC v. Circana Group, L.P.

Background

Circana developed and owned ReceiptPal, a consumer panel and application that tracks consumer data. In January 2018, Circana and the predecessor of NielsenIQ entered into a Data and Intellectual Property License Agreement concerning access to and licensing of data extracted from ReceiptPal. The dispute addressed Amendment No. 1 to that agreement, executed in December 2018.

Circana asserted an amended second counterclaim against NielsenIQ for breach of contract, alleging that NielsenIQ underpaid license fees based on Circana’s interpretation of Section 4(e) of Amendment No. 1. Much of the relevant contractual language and the parties’ descriptions of the fee arrangement are redacted in the opinion, so the precise payment formula cannot be stated from the available text.

Legal standard

NielsenIQ moved to dismiss under Rule 12(b)(6), which allows dismissal when a pleading does not state a legally sufficient claim. At this stage, the court accepts well-pleaded factual allegations as true and draws reasonable inferences for the counterclaimant. For a breach-of-contract claim, dismissal is proper at this stage only when the contract terms are unambiguous. If reasonable interpretations differ, the claim ordinarily cannot be dismissed based on the contract’s meaning alone.

Court’s analysis

NielsenIQ argued that the first part of Section 4(e), read with the rest of the provision, unambiguously required the interpretation NielsenIQ advanced. Circana argued that another term in the provision, together with the parties’ negotiation history, supported its competing reading and made the contract ambiguous.

The court rejected Circana’s interpretation. Applying New York contract principles, it reasoned that different terms in the same agreement should be given different meanings. In the court’s view, Circana’s reading would deprive one of the contract’s terms of any independent meaning. The court also concluded that later references in the agreement did not create ambiguity in the relevant language. Because Circana’s counterclaim depended on an unreasonable interpretation of Section 4(e), the court dismissed it.

Disposition

The court granted NielsenIQ’s motion to dismiss Circana’s amended second counterclaim. The opinion does not state that the dismissal was with or without prejudice. The parties were directed to confer and submit any proposed redactions within 14 days, and the Clerk of Court was directed to strike one docket entry and close the motions identified in the order.