Golden Unicorn Enterprises, Inc. v. Audible, Inc.

Background

Golden Unicorn Enterprises, Inc. and Big Dog Books, LLC sued Audible, Inc. for breach of contract and breach of the implied covenant of good faith. In an earlier order dated December 8, 2021, the court denied Audible’s motion to dismiss the implied-covenant claim as duplicative of the contract claim because the claims were not based on the same facts.

Audible’s Motion

Audible filed a renewed challenge under Federal Rule of Civil Procedure 12(c), which permits judgment on the pleadings after the pleadings are complete. Audible relied on the Second Circuit’s decision in JN Contemporary Art LLC v. Phillips Auctioneers LLC. Audible argued that the decision confirmed that seeking the same damages is enough to dismiss an implied-covenant claim that is pleaded alongside a contract claim.

Court’s Analysis

The court questioned whether JN Contemporary actually resolved the disagreement among district courts about when both types of claims may be pleaded. The court noted that the Second Circuit’s discussion consisted of a single sentence and did not expressly acknowledge or analyze that issue.

The court further held that, even if Audible’s reading of JN Contemporary were correct, additional factual development was needed to determine whether the plaintiffs’ two claims actually sought the same damages.

Disposition

Judge Jesse M. Furman’s order DENIED Audible’s motion for judgment on the pleadings without prejudice to renewing the argument at summary judgment. The Clerk of Court was directed to terminate ECF No. 72.