Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

iSentium, LLC v. Bloomberg Finance L.P.

United States District Court, S.D. New York

January 16, 2020

iSENTIUM, LLC, Plaintiff,
v.
BLOOMBERG FINANCE L.P., BLOOMBERG L.P. and BLOOMBERG INC., Defendants.

          OPINION AND ORDER

          P. Kevin Castel United States District Judge

         Plaintiff iSentium, LLC (“iSentium”) brings claims related to its computer application for assessing investor sentiments by analyzing social media posts expressing views about a potential investment. For a period of time, an iSentium app was accessible to users through defendants' widely used Bloomberg Terminals. To facilitate the placement of its app on the Bloomberg Terminals, iSentium entered into two contracts with defendants Bloomberg Finance L.P., Bloomberg L.P. and Bloomberg Inc. (collectively, “Bloomberg”). The first was a Mutual Nondisclosure Agreement of June 11, 2013 (the “NDA”), and the second was a “Developer Agreement for Bloomberg Application Portal” of May 1, 2014 (the “Developer Agreement”). The NDA provided that any dispute arising under it was subject to the exclusive jurisdiction of New York's state and federal courts and did not specify any limitations period. The subsequent Developer Agreement required iSentium to bring any dispute arising thereunder exclusively in arbitration, within one year of the claim's accrual.

         iSentium commenced this action on October 4, 2017. (Docket # 1.) It brought claims under federal law alleging patent infringement, 35 U.S.C. § 1, et seq., and a violation of the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 (the “DTSA”), as well as claims for breach of contract and misappropriation of trade secrets under New York law. The Court granted Bloomberg's motion to dismiss the patent infringement claim pursuant to Rule 12(b)(6), Fed.R.Civ.P. iSentium, LLC v. Bloomberg Fin. L.P., 343 F.Supp.3d 379 (S.D.N.Y. 2018). It granted Bloomberg's subsequent Rule 12(b)(6) motion to dismiss claims of unjust enrichment and promissory estoppel as duplicative of iSentium's breach of contract claim. iSentium, LLC v. Bloomberg Fin. L.P., 2018 WL 6025864 (S.D.N.Y. Nov. 16, 2018).

         Bloomberg now moves for summary judgment in its favor on the remaining claims for violation of the DTSA, misappropriation of trade secrets and breach of contract. (Docket # 49.) It urges that those claims fall within the dispute-resolution provision of the Developer Agreement, and that the claims are time-barred because they were filed more than one year after they accrued. Neither side urges that discovery is required to adjudicate Bloomberg's motion.

         For the reasons that will be explained, the Court concludes that pursuant to the plain language of the Developer Agreement, iSentium agreed that its claims would be subject to a one-year limitations period. In opposition, iSentium does not point to evidence that would permit a reasonable trier of fact to conclude that its claims are timely.

         Bloomberg's motion for summary judgment will therefore be granted.

         BACKGROUND.

         iSentium has developed a proprietary application that identifies and analyzes market-related opinions posted to social media, anticipates changes in the price of publicly traded stocks, and makes that information available to traders. See 343 F.Supp.3d at 384-87 (summarizing iSentium's description of its technology). It labels this technology “sentiment analysis.” See id.

         Bloomberg and iSentium began a business relationship in early 2013, when they started to discuss incorporating iSentium's sentiment-analysis app, called “iSENSE, ” into the Bloomberg Terminal platform. (Def. 56.1 ¶ 6; Pl. 56.1 Resp. ¶ 6.) On or about June 11, 2013, Bloomberg and iSentium entered into the NDA. (Def. 56.1 ¶¶ 1, 7, 8 & Ex. A; Pl. 56.1 Resp. ¶¶ 1, 7, 8.) The NDA provided for the exchange of confidential information between Bloomberg and iSentium, including possible trade secrets. (NDA § B.) It provided that the parties “shall treat confidentially and shall not disclose” such information, nor use such information “in any way detrimental to the Disclosing Party.” (Id. § C(1).) A forum-selection clause in the NDA provided for the exclusive jurisdiction of New York and federal courts “in connection with any matters arising out of this NDA . . . .” (Id. § G.) After the NDA's execution, iSentium gave information to Bloomberg about its iSENSE technology; iSentium asserts that this information included its trade secrets. (Def. 56.1 ¶ 9; Pl. 56.1 Resp. ¶ 9.) iSentium alleges that Bloomberg breached the NDA when it used confidential and proprietary information to develop “a nearly identical replica” of iSENSE. (Compl't ¶ 52.)

         On or about May 1, 2014, Bloomberg and iSentium entered into a second agreement, titled “Developer Agreement for Bloomberg Application Portal” (the “Developer Agreement”). (Def. 56.1 ¶¶ 3, 13 & Ex. C; Pl. 56.1 Resp. ¶¶ 3, 13.) Like the NDA, the Developer Agreement included provisions requiring the parties to maintain the confidentiality of their respective proprietary information: For instance, the NDA and Developer Agreement had near-identical language barring Bloomberg from reverse-engineering the iSENSE app. (Dev. Agrm't § 7(a)(ii) (barring Bloomberg from attempting to “reverse engineer, decompile or disassemble the Developer Apps for any improper purpose.”); NDA § C(6) (the parties “shall not, and shall not assist, others to, disassemble, decompile, or reverse engineer the Disclosing Party's Confidential Information . . . .”).) The Complaint quotes relevant language from the NDA but makes no mention of the Developer Agreement. (Compl't ¶ 20.)

         The Developer Agreement provided that the Developer Agreement and the NDA “constitute the entire agreement between the parties, ” and that in the event of a conflict in the terms of the Developer Agreement and the NDA, the Developer Agreement “shall govern . . . .” (Dev. Agrm't § 9(f)(1).) The NDA and the Developer Agreement included different provisions as to the resolution of disputes arising under them: The NDA states that New York courts had exclusive jurisdiction over any dispute arising under it, whereas the Developer Agreement provides that any dispute arising under it is to be decided in an arbitration administered by the American Arbitration Association (“AAA”), unless “Bloomberg elects to have any Dispute heard and determined in state or federal courts.” (Id. § 9(d)(iii).) The Developer Agreement also provides that “[n]o action” arising out of it may be brought by iSentium more than one year after the cause of action's accrual. (Id. § 9(a)(v).)

         At an unspecified point in time, the iSENSE app became available through the Bloomberg Terminal. (Def. 56.1 ¶ 11; Pl. 56.1 Resp. ¶ 11.) In or around February 2016, iSentium requested that Bloomberg remove iSENSE from Bloomberg Terminals. (Def. 56.1 ¶ 14; Pl. 56.1 Resp. ¶ 14.) As described in the Complaint, iSENSE and Bloomberg Terminals no longer had compatible technology, making the continued inclusion of iSENSE infeasible. (Compl't ¶ 26.) Bloomberg confirmed the NDA's termination. (Def. 56.1 ¶ 15; Pl. 56.1 Resp. ¶ 15.) According to iSentium, Bloomberg soon thereafter announced its own sentiment-analysis application. (Def. 56.1 ¶ 16.; Pl. 56.1 Resp. ¶ 16.) iSentium asserts that Bloomberg misappropriated iSentium's trade secrets in order to launch its own, similar product. (Def. 56.1 ¶ 17; Pl. 56.1 Resp. ¶ 17.) It is undisputed that sometime in July 2016, Bloomberg issued a press release announcing its own sentiment analysis application, which iSentium claims was designed using its misappropriated technology. (Def. 56.1 ¶¶ 17-18; Pl. 56.1 Resp. ¶¶ 17-18.)

         In an Opinion and Order of October 29, 2018, the Court granted Bloomberg's motion to dismiss iSentium's claim of patent infringement pursuant to Rule 12(b)(6), Fed.R.Civ.P. See 343 F.Supp.3d at 390-94. In a second Opinion and Order, the Court denied Bloomberg's motion to dismiss iSentium's claims for breach of contract, violation of the DTSA, and misappropriation of trade secrets under New York law, but granted Bloomberg's motion to dismiss claims of unjust enrichment and promissory estoppel as duplicative of the breach of contract claim. iSentium, LLC v. Bloomberg Fin. L.P., 2018 WL 6025864 (S.D.N.Y. Nov. 16, 2018).

         The remaining claims are for breach of contract and misappropriation of trade secrets under New York law and the DTSA. Bloomberg now urges that iSentium brought its claims after the expiration of the one-year limitations period set forth at section 9(a)(v) of the Developer Agreement, and that its claims are therefore time-barred. According to Bloomberg, iSentium concluded that its trade secrets had been misappropriated by Bloomberg as early as July 2016, but waited until October 4, 2017 to bring this action. iSentium disputes that its claims arise out of the Developer Agreement, and urges that they solely arise from the NDA. The NDA does not specify a limitations period, and iSentium argues that the Developer Agreement's one-year limitations period does not apply.

         SUMMARY JUDGMENT STANDARD.

         Summary judgment “shall” be granted “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Rule 56(a), Fed.R.Civ.P. A fact is material if it “might affect the outcome of the suit under the governing law . . . .” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). “A dispute regarding a material fact is genuine ‘if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.'” Weinstock v. Columbia Univ., 224 F.3d 33, 41 (2d Cir. 2000) (quoting Anderson, 477 U.S. at 248). On a motion for summary judgment, the court must “construe the facts in the light most favorable to the non-moving party” and “resolve all ambiguities and draw all reasonable inferences against the movant.” Delaney v. Bank of Am. Corp., 766 F.3d 163, 167 (2d Cir. 2014).

         It is the initial burden of the movant to come forward with evidence sufficient to entitle the movant to relief in its favor as a matter of law. Vt. Teddy Bear Co. v. 1-800 Beargram Co., 373 F.3d 241, 244 (2d Cir. 2004). If the moving party meets its burden, “the nonmoving party must come forward with admissible evidence sufficient to raise a genuine issue of fact for trial in order to avoid summary judgment.” Simsbury-Avon Pres. Club, Inc. v. Metacon Gun Club, Inc., 575 F.3d 199, 204 (2d Cir. 2009). In raising a triable issue of fact, the non-movant carries only “a limited burden of production, ” but nevertheless “must ‘demonstrate more than some metaphysical doubt as to the material facts,' and come forward with ‘specific facts showing that there is a genuine issue for trial.'” Powell v. Nat'l Bd. of Med. Exam'rs, 364 F.3d 79, 84 (2d Cir. 2004) (quoting Aslanidis v. U.S. Lines, Inc., 7 F.3d 1067, 1072 (2d Cir. 1993)). A court “may grant summary judgment only when ‘no reasonable trier of fact could find in favor of the nonmoving party.'” Allen v. Coughlin, 64 F.3d 77, 79 (2d Cir. 1995) (citation omitted).

         “Where the language of a contract is clear, summary judgment is appropriate, and the fact that one party may have a different interpretation of the language does not make it any less plain. The proper interpretation of a contract is a question of law for the court. Extrinsic evidence is unnecessary where it is determined that the contractual language is unambiguous.” Harris Tr. & Sav. Bank v. John Hancock Mut. Life Ins. Co., 970 F.2d 1138, 1147-48 (2d Cir. 1992) (citations omitted).

         DISCUSSION.

         I. iSentium's Claims Fall Within the Developer ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.