On October 15, 2008, the firm won a significant victory in its representation of IBM Corporation in Trianco, LLC v. IBM Corp., No. 06-cv-3533, United States District Court for the Eastern District of Pennsylvania (Hon. Anita B. Brody, J.). Robert Feltoon, Jonathan Crawford, and Doran Windsor Bowe represented IBM in this case, which was filed in 2006 and which involved important issues of New York contract law regarding the enforceability and scope of preliminary "agreements to agree" between commercial parties. The Court’s October 15^th decision and opinion dismissed the one remaining claim plaintiff Trianco had asserted against IBM. In the initial phase of the case, the District Court had dismissed all of Trianco’s claims. Trianco, LLC v. IBM Corp., 466 F. Supp. 2d 600 (E.D. Pa. 2006). The United States Court of Appeals for the Third Circuit then affirmed the dismissal of all counts of the complaint, except for a claim based on unjust enrichment, which the Third Circuit remanded. Trianco, LLC v. IBM Corp., 2008 WL 876355 (3d Cir. Apr. 2, 2008).

The case concerned a "teaming agreement" between IBM and plaintiff Trianco, which was a potential subcontractor under a major, multi-million dollar contract awarded to IBM by the United States Department of Defense. When IBM was awarded the contract, IBM did not issue a subcontract to Trianco. Trianco then sued, asserting claims based on breach of contract and, among other non-contract claims, unjust enrichment.

In the District Court’s October 15^th decision, a copy of which is attached, the District Court reaffirmed its prior dismissal of plaintiff’s unjust enrichment claim, and supported its decision with an extended and thorough analysis of New York law. The Court held the "teaming agreement" at issue was an enforceable “Type II” preliminary agreement under New York law, which required the parties to negotiate in good faith the terms of a potential subcontract with Trianco. As the District Court noted, Trianco had chosen not to assert a claim based on the contractual duty of good faith negotiation. Instead, Trianco sought to recover on the basis of the equitable theory of unjust enrichment, relying on the Court’s earlier ruling that the “teaming agreement” did not obligate IBM to award a subcontract to Trianco at the prices Trianco had proposed. In rejecting all of the arguments Trianco advanced, the District Court held that the existence of a “Type II” preliminary “agreement to agree” precluded any claim for unjust enrichment under New York law, and granted IBM’s motion to dismiss that claim.

Click here for a copy of the opinion