Golden Unicorn Enterprises, Inc. v. Audible, Inc.
- Jesse Furman
- 1:21-cv-07059
- U.S. District Court · Southern District of New York
- 2
In Golden Unicorn Enterprises v. Audible, Judge Furman granted in part and denied in part Audible’s motion to dismiss, dismissing only the unjust-enrichment claim.
Golden Unicorn Enterprises, Inc., Big Dog Books, LLC, and Audible, Inc.; the unjust-enrichment claim was dismissed without permission to amend, while the implied-covenant claim continued.
What happened
Golden Unicorn Enterprises, Inc. and Big Dog Books, LLC sued Audible, Inc. over claims involving their contracts, an implied promise of good faith, and unjust enrichment.
Audible asked the court to dismiss the implied-covenant and unjust-enrichment claims. The court allowed the implied-covenant claim to continue because it was based on facts different from the contract claim, but found the unjust-enrichment claim duplicative because neither side disputed that valid contracts governed the dispute.
Judge Furman granted in part and denied in part Audible’s motion to dismiss: he granted it as to unjust enrichment and denied it as to the implied-covenant claim. He also denied the plaintiffs permission to amend the unjust-enrichment claim.
The detailed version
- Golden Unicorn Enterprises, Inc. v. Audible, Inc. · No. 1:21-cv-07059
- Jesse Furman
- Dec. 8, 2021
Background
Golden Unicorn Enterprises, Inc. and Big Dog Books, LLC sued Audible, Inc. for breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. Audible moved under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal for failure to state a legally sufficient claim, seeking dismissal of the implied-covenant and unjust-enrichment claims.
Implied-Covenant Claim
The court denied the motion as to the implied covenant of good faith and fair dealing. Under New York law, that claim generally is redundant when it is based on the same facts as a breach-of-contract claim. The court concluded that the plaintiffs’ implied-covenant claim was based on different facts: they alleged that Audible encouraged and induced subscribers and customers to exchange unlimited numbers of audiobooks. Because the claim was not based on the same facts as the contract claim, it survived the motion to dismiss.
Unjust-Enrichment Claim
The court granted the motion as to unjust enrichment. Under New York law, a party may pursue unjust enrichment alongside breach of contract only when there is a genuine dispute about whether an express contract governs the subject matter. The parties had confirmed that neither disputed the validity, enforceability, or existence of the operative contracts. The court therefore dismissed the unjust-enrichment claim as duplicative of the contract claim.
Disposition
The court stated that Audible’s motion to dismiss was granted as to the unjust-enrichment claim and denied as to the implied-covenant claim. The court also denied the plaintiffs leave to amend the unjust-enrichment claim because it considered the defect substantive, and the plaintiffs had not requested amendment or identified facts that could cure the problem. The Clerk of Court was directed to terminate the motion docketed as ECF No. 16.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.