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Chefs Diet Acquisition Corp. v. Lean Chefs, LLC

United States District Court for the Southern District of New York

September 28, 2016, Decided; September 28, 2016, Filed

14-CV-8467 (JMF)



JESSE M. FURMAN, United States District Judge:

This case involves a dispute between two competitors in the diet food delivery industry. Plaintiff Chefs Diet Acquisition Corporation ("Chefs Diet") sues Defendants Lean Chefs, LLC ("Lean Chefs") and two Lean Chefs executives, alleging a variety of claims under federal and New York law arising out of the latter's entry into the same diet food delivery market and alleged improper use of Chefs Diet's customer list. Defendants now move, pursuant to Rule 56 of the Federal Rules of Civil Procedure, for summary judgment on all claims and move, pursuant to Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S. Ct. 2786, 125 L. Ed. 2d 469 (1993), and Rule 702 of the Federal Rules of Evidence, to exclude the testimony and report of Chefs Diet's proposed damages expert. For the reasons stated below, Defendants' motion for summary judgment is GRANTED in part and DENIED in part, and their Daubert motion is DENIED.


The following facts, taken from [*2]  the Complaint and admissible materials submitted in connection with the pending motions, are either undisputed or described in the light most favorable to Chefs Diet. See Costello v. City of Burlington, 632 F.3d 41, 45 (2d Cir. 2011).

As noted, Chefs Diet is engaged in the diet food delivery business. It entered that business in 2009, when — pursuant to an Asset Purchase Agreement (the "APA") — it purchased "certain intellectual property and confidential information" from Chefs Diet Delivery LLC, Zone Chefs Corp., and Kosher Chefs Diet Corp. (collectively, the "Sellers"). (Docket No. 107 ("Siegel Decl."), Ex. D ("Maniscalco 2014 Decl.") ¶ 3). Among other things, the APA provided Chefs Diet exclusive rights to two "Chefs Diet" registered trademarks and certain customer lists developed by the Sellers. (Id.; see also Docket No. 1 ("Compl."), Exs. A, B (registered trademarks)). It also included a non-competition clause prohibiting the Sellers and their associates from competing with Chef Diets for a period of three years — that is, until at least March 2012. (Docket No. 91 ("Stephenson Decl."), Ex. 17 (APA) § 6.8).

Defendant Arthur Gunning was the former Chief Executive Officer of Zone Chefs, an officer at Chefs Diet Delivery LLC and Kosher Chefs Diet, [*3]  and a shareholder in all three entities. (See Maniscalco 2014 Decl. 3 n.5). Defendant Nicholas Zazza was the Chief Technology Officer at Chefs Diet Delivery LLC; through two other companies, he also provided website, application, and telecommunication services to Chefs Diet Delivery LLC and Zone Chefs. (See Maniscalco 2014 Decl. 3 n.4; see also Siegel Decl., Ex. H ("Zazza Dep."), at 22, 41-42, 52-53). After the APA, Chefs Diet (the new entity) retained Zazza's company, Zazza Technologies, LLC, to manage its phone system and to aid in e-mail marketing. (See Zazza Dep. 38-44, 105-107; see also Docket No. 108 ("Utilla Decl.") ¶¶ 12-13).1

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2016 U.S. Dist. LEXIS 133299 *; 2016 WL 5416498

CHEFS DIET ACQUISITION CORP. d/b/a CHEFS DIET, Plaintiff, -v- LEAN CHEFS, LLC, et al., Defendants.


Diet, customer list, marks, summary judgment, Defendants', customers, quotation, confidential, trade secret, employees, parties, e-mail, conversion, trademark infringement, trier of fact, delivery, factors, summary judgment motion, replevin, unfair competition, unjust enrichment, fiduciary duty, trademarks, documents, breached, consumer, redacted, courts, misappropriation of trade secrets, database