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Aeb & Assocs. Design Group v. Tonka Corp.

Aeb & Assocs. Design Group v. Tonka Corp.

United States District Court for the Southern District of New York

May 25, 1994, Decided ; May 25, 1994, Filed

92 Civ. 0428 (SWK)

Opinion

 [*727] MEMORANDUM OPINION AND ORDER

SHIRLEY WOHL KRAM, U.S.D.J.

This action for breach of an implied contract, unjust enrichment and misappropriation arises out of the development of a children's "Colorblaster" toy by defendant Tonka Corporation's ("Tonka") Kenner Products Division. Presently before the Court is Tonka's motion, pursuant to Federal Rule of Civil Procedure 56(b), for summary judgment. Plaintiff AEB & Associates Design Group, Inc. ("AEB") opposes the motion, and moves, pursuant to Federal Rule of Civil Procedure 15(a), for leave to amend its complaint to assert a claim for breach of contract. For the reasons set forth below, Tonka's motion for summary judgment is granted and AEB's motion to amend the complaint is denied.

BACKGROUND

 [**2] I. Kenner's Corporate Structure

Tonka is the successor in interest to Kenner Parker Toys, Inc. ("Kenner"). From March 1988 until January 1990, the responsibility for developing new products at Kenner was split between a "product concepts group" and an "advanced concepts group," both of which were employed at Kenner's headquarters in Cincinnati, Ohio. The product concepts group, headed by David Okada ("Okada"), was responsible for developing (1) line extensions of existing toys; (2) toys based on movie licenses; and, to a more limited extent, (3) new toy ideas in toy categories that traditionally had been part of Kenner's past successes. The advanced concepts group, headed by Howard Bollinger ("Bollinger"), met with outside inventors to come up with entirely new toy concepts.

The product concepts and advanced concepts groups were independent divisions at Kenner, both in physical distance and spirit. The groups were created to accommodate the fact that Okada and Bollinger were senior vice presidents at Kenner and strong rivals. Accordingly, although the responsibilities of the two groups overlapped to some degree, they worked on separate floors of the Kenner office building,  [**3]  and the product concepts group was separated from Kenner's other departments by locked doors.

John Mayer ("Mayer"), who conceived and developed the Colorblaster toy, worked in the product concepts group. Mayer reported directly to Ronald Hayes ("Hayes"), vice president of product concepts and design at Kenner. Hayes, in turn, reported to Okada until January 1990, when Okada left the company. At that time, the advanced concepts group was folded into the product concepts group, under the direction of Bollinger.

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853 F. Supp. 724 *; 1994 U.S. Dist. LEXIS 6829 **

AEB & ASSOCIATES DESIGN GROUP, INC., Plaintiff, v. TONKA CORPORATION, Defendant.

CORE TERMS

toy, confidentiality agreement, airbrush, air, concepts, cause of action, unjust enrichment, prototype, contends, parties, pump, misappropriation, terms, implied contract, summary judgment, novelty, novel, abandoned, amend, summary judgment motion, obligations, disclosure, genuine, express agreement, unenforceable, moves, nonmoving party, third party, conceived, negotiate

Civil Procedure, Summary Judgment, Entitlement as Matter of Law, Appropriateness, Discovery, Methods of Discovery, General Overview, Burdens of Proof, Movant Persuasion & Proof, Nonmovant Persuasion & Proof, Motions for Summary Judgment, Genuine Disputes, Supporting Materials, Judgments, Evidentiary Considerations, Evidentiary Considerations, Scintilla Rule, Business & Corporate Compliance, Contracts Law, Types of Contracts, Contracts Implied in Fact, Quasi Contracts, Business & Corporate Law, Authority to Act, Contracts & Conveyances, Formation & Negotiation, Agency Relationships, Adhesion Contracts, Contracts Law, Defenses, Unconscionability, Standards of Performance, Discharge & Termination, Breach, Nonperformance, Constitutional Law, Congressional Duties & Powers, Copyright & Patent Clause, Copyright Law, Protected Subject Matter, Limited Protection for Ideas, Misappropriation of Ideas, Trade Secrets Law, Misappropriation Actions, Independent Development, Pleadings, Amendment of Pleadings