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Salonclick LLC v. Superego Management LLC

United States District Court, S.D. New York

May 8, 2017




         Plaintiff, Salonclick LLC d/b/a MiN New York ("MiN NY"), a company founded by Chad Murawczyk, brings this action against Murawczyk's former romantic partner and business associate, Mindy Yang, and her company SuperEgo Management LLC ("SuperEgo") for, inter alia, replevin, conversion, unfair competition, and breach of fiduciary duty. On January 18, 2017, the Court granted in part and denied in part Defendants' motion to dismiss Plaintiffs first amended complaint. ECF No. 23. Following an initial conference before the undersigned, the Court granted leave for Plaintiff to amend its complaint. ECF No. 45. Plaintiff filed the operative complaint, the Second Amended Complaint ("SAC"), on April 7, 2017. ECF No. 46. Defendants now move to partially dismiss four narrow parts of Plaintiff s SAC. For the reasons set forth below, Defendants' motion to dismiss is DENIED.

         I. BACKGROUND[1]

         Given the narrow scope of the pending motion, the Court describes only the limited relevant facts. Salonclick LLC was founded by Chad Murawczyk in 1999. SAC ¶ 11. Salonclick LLC has done business under the name "MiN" and "MiN New York, " through which it has manufactured and sold hair color, hair care, and skin care products. Id. MiN NY has utilized a variety of website domain names including, id. ¶ 13, and, id. ¶ 68. Since at least 2007, MiN NY has utilized the phrase "The Art of Living" as a tagline in packaging, advertising, and online. Id. ¶ 30. In 2014, MiN NY launched a brand of perfumes called "Scent Stories, " for which MiN NY has been awarded a trademark. Id. ¶ 33 & Ex. D. MiN NY's social media assets include and its corresponding Facebook page, which are run by Murawczyk as a vehicle for advocating against ivory poaching, which are used to promote MiN NY as a "socially responsible and concerned business." Id. ¶ 61.

         In 2006, Murawczyk and Yang met and began a romantic relationship. Id. ¶ 14. In 2007, Yang formed SuperEgo, id. ¶ 15, and MiN NY hired SuperEgo to assist with "graphic design, marketing, assistance with public events, and administrative support, id. ¶¶ 22, 25. The romantic relationship ended in 2008. Id. ¶ 14. The professional relationship deteriorated, see Id. ¶¶ 37-38, and, in the latter half of 2015, Murawczyk terminated Yang, id. ¶¶ 43-52.

         As relevant to this motion, the SAC alleges three sets of actionable activities taken by Yang following her termination. First, Plaintiff alleges that Yang copied MiN NY's customer lists, which contain the e-mail addresses of over 12, 000 of MiN NY's customers. Id. ¶¶ 80-81. MiN NY kept these lists confidential and alleges that they are proprietary information that were compiled by MiN NY over "nearly two decades" of marketing. Id. Yang had access to this information as part of her marketing work for MiN NY. Id. ¶ 80. After her termination, Yang copied the customer lists and used the information to send e-mails on behalf of Yang's new business to MiN NY's customers and press contacts. Id. ¶ 81.

         Second, after Murawczyk confirmed Yang's termination in early 2016, Yang used her access to MiN NY's website and social media accounts for Yang's own benefit. Id. ¶ 55. Yang created a new online business www.theartofiiving.earm, id. ¶¶ 1, 55, and redirected MiN NY's websites-including, www.inventoryofexperiences .com, and -to Yang's website, id. ¶¶ 67-70. Yang has also used MiN NY's social media pages-such as the Twitter page @ScentStories and the New York Heart Facebook page-to promote Yang's new online business. Id. ¶¶ 58, 61, 62. For instance, a post on the @ScentStories Twitter account told a customer to write to the e-mail address hello@TheArtOfLiving.Earth, an e-mail address for Yang's new business, for invitations to special events. Id. ¶ 58. Yang also created her own domain name,, which redirected to Id. ¶ 70. These activities impaired MiN NY's ability to launch a new marketing campaign. Id. ¶ 69. Following a state court proceeding, Yang restored control of the domain names and social media accounts to MiN NY, except for the New York Heart Facebook. Id. ¶¶ 75-76, 84.

         Finally, Plaintiff alleges that Yang and Murawczyk discussed, at some unspecified time, creating a scent called "Flash of Light, " which would be a variation of a MiN NY scent, "Ad Lumen." Id. ¶ 42. In September 2016, after Yang's separation from MiN NY, "Yang presented a fragrance named 'Flash of Light'" at a trade conference. Id. ¶ 77; see Id. ¶ 40. Plaintiff alleges that Defendants took "MiN NY's product in development, 'Flash of Light' and market[ed] it as their own." Id. ¶ 116.


         A. Rule 12(b)(1)

         "A case is properly dismissed for lack of subject matter jurisdiction under Rule 12(b)(1) when the district court lacks the statutory or constitutional power to adjudicate it. . . . A plaintiff asserting subject matter jurisdiction has the burden of proving by a preponderance of the evidence that it exists." Makarova v. United States, 201 F.3d 110, 113 (2d Cir. 2000). In resolving a 12(b)(1) motion, "the district court must take all uncontroverted facts in the complaint (or petition) as true, and draw all reasonable inferences in favor of the party asserting jurisdiction." Tandon v. Captain's Cove Marina of Bridgeport, Inc., 752 F.3d 239, 243 (2d Cir. 2014). "[W]here jurisdictional facts are placed in dispute, the court has the power and obligation to decide issues of fact by reference to evidence outside the pleadings, such as affidavits." Id. (quoting APWUv. Potter, 343 F.3d 619, 627 (2d Cir. 2003)).

         B. Rule 12(b)(6)

         In order to survive a Rule 12(b)(6) motion to dismiss, a plaintiff must plead sufficient factual allegations "to state a claim to relief that is plausible on its face." Bell Atlantic Corp. v. Twombly,550 U.S. 544, 570 (2007). A claim is facially plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal,556 U.S. 662, 678 (2009). The Court accepts as true all well-pleaded factual allegations and draws all reasonable ...

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