Bulldog N.Y. LLC v. Pepsico, Inc.

When one company markets its sole product to another company in the hopes of exposing the product to the public, the marketing company will lose its protection as a trade secret.

OPINION (Thompson): Bulldog New York LLC (“Bulldog”) filed a complaint against Pepsico, Inc. (“Pepsi”) and Pepsi-Cola Advertising and Marketing, Inc. (“PCAM”), alleging, among other things, misappropriation of trade secrets. In 2004, Bulldog approached Pepsi and PCAM to pitch the idea of developing a consumer experience in Time Square, New York City, termed “The Bulldog Project.” From time to time, Bulldog would present slideshow presentations demonstrating potential aspects of the project. In 2007, a representative of Pepsi informed Bulldog that they would not be going forward with the Bulldog Project. Bulldog claimed that Pepsi misappropriated trade secrets of the Bulldog Project to a different project in New Jersey called the “Xanadu Project.” Bulldog argued that Connecticut law should apply to its trade secrets claim, while Pepsi claimed that New York law should apply. Because Connecticut has adopted the Uniform Trade Secrets Act and New York has not, the choice of law would make a difference in the court’s analysis. Looking to the Restatement (Second) the court determined that it should place particular importance on where the place where the conduct causing the injury occurred. Because the injury occurred in New York, the Court determined that New York law would apply. In applying the common law in New York, the Court determined that the category that Bulldog fell into was "marketing concept or new product idea." Under that category, a trade secret is to be kept secret until it is exposed to the public. Since Bulldog was exposing that information to Pepsi in the hopes of later exposing the product to the public, the Court determined that there was no intent in keeping it secret. The motion for summary judgment was GRANTED to the defendants in relation to the Trade Secret claims.