TOWN & COUNTRY LINEN CORP. and TOWN & COUNTRY HOLDINGS v. INGENIOUS DESIGNS LLC

Background

The plaintiffs, Town & Country Linen Corp. and Town & Country Holdings, Inc., and the defendants, Ingenious Designs LLC, Joy Mangano, and HSN, Inc., cross-moved for reconsideration of an earlier opinion and order that had granted in part and denied in part the parties’ cross-motions for summary judgment. The underlying case involves patent claims, trade-secret and idea-misappropriation claims, and breach-of-contract claims arising from interactions and collaborations beginning in 2012.

A motion for reconsideration asks the court to revisit an earlier ruling. The court explained that this is an extraordinary remedy generally available only when the moving party identifies a change in controlling law, new evidence, or a clear error or manifest injustice. It is not a vehicle for presenting old issues again or taking a second opportunity to argue the case.

Plaintiffs’ Motion

The plaintiffs sought reconsideration of two rulings. First, they challenged the earlier grant of summary judgment to the defendants on the bundled-goods breach-of-contract claim, which dismissed that claim. The plaintiffs argued that the parties’ conduct, the absence of an express rejection, testimony, communications, and a purchase order created a factual dispute about whether the parties had reached an agreement.

The court denied reconsideration on this issue. It stated that it had already considered the record and the Master Terms and Conditions. Although assent may be shown through conduct and performance, a contract requires a meeting of the minds on all essential terms. The court found that the plaintiffs had not identified evidence showing mutual assent to final and specific terms for the bundled goods. It also rejected reliance on the parties’ course of dealing, an internal Ingenious Designs email stating that the deal was final, and testimony that the parties had closed in on an agreement.

The court also rejected the plaintiffs’ interpretation of the Master Terms and Conditions. That agreement stated that a purchase order was the only binding evidence of a commitment to purchase goods and contained an integration clause. The court concluded that the purchase order did not establish a bundled-goods agreement extending beyond its contents and that the plaintiffs’ interpretation would improperly allow outside evidence to overcome the agreement’s terms.

Second, the plaintiffs sought reconsideration of the court’s refusal to grant them summary judgment on the defendants’ inventorship defense. They argued that the defendants could not meet the clear-and-convincing-evidence standard and that testimony from Miranne required documentary corroboration. The court denied reconsideration, explaining that the cited Federal Circuit decision did not create a categorical rule requiring documentary corroboration of interested testimony. The court had already identified evidence that a reasonable jury could find corroborated testimony that Mangano made a significant contribution to the claimed invention. The court stated that the plaintiffs could seek judgment as a matter of law during trial if they believed the evidence presented did not satisfy the clear-and-convincing-evidence standard.

Defendants’ Motion

The defendants sought reconsideration of the earlier denial of their summary-judgment motion concerning alleged Luggage Idea (d). They argued that because the court had found that their fabric was not substantially similar to the plaintiffs’ fabric, and because the court had found that the defendants did not copy the alleged idea, the claim should have been resolved in their favor as a matter of law.

The court denied the defendants’ motion and clarified its earlier ruling. It agreed that spacing one fiber per quarter inch was not substantially similar to spacing one fiber per half inch, and that this conclusion applied to Luggage Idea (d). But the court had not decided that the defendants did not copy or misappropriate the idea as a matter of law. The plaintiffs could still attempt to prove misappropriation through unconsented use or disclosure of their trade secrets or ideas, including possible use in violation of the parties’ confidentiality agreement. The court also reiterated that Luggage Idea (d), which described aramid fibers spaced about one-half inch apart, was sufficiently concrete despite allowing minor variations.

Disposition

The court denied both motions for reconsideration and directed the Clerk of Court to close the motions at Dkt. Nos. 342 and 344. The earlier summary-judgment rulings therefore remained in place. The opinion’s caption displays the docket number as “18-cy-5075.”