Contracts – Commissions 

Posted: 1:00 am Mon, December 28, 2009
By admin
Tags: Contracts

Where a broker entered into a license agreement under which it secured trademark licenses for Capital’s products in exchange for a monthly retainer and a commission on each sale during “the life of each Licensed Product”; Capital later sold its assets to Pacific; and Pacific ceased paying the broker commissions, claiming that the license agreement was not part of the asset purchase; the District Court concludes that the broker’s breach of contract claim survives Capital’s motion to dismiss because there is nothing in the license agreement limiting commissions to products sold only by Capital.

The broker’s unjust enrichment claims also survive the motions to dismiss. In anticipation of the asset sale, the broker alleges that on Capital’s request, it facilitated assignment of the existing licenses to Pacific. This additional work was beyond the terms of the license agreement. In addition, certain conduct by Pacific before and after the sale may convince a jury that Pacific received a benefit for which it did not pay.