Ala. Space Sci. Exhibit Comm'n v. Odysseia Co., 5:14-cv-00413-MHH

• Decision Date: 26 August 2021
• Docket Number: 5:14-cv-00413-MHH
• Parties: ALABAMA SPACE SCIENCE EXHIBIT COMMISSION d/b/a U.S. SPACE & ROCKET CENTER, Plaintiff, v. ODYSSEIA CO. LTD., Defendant.
• Court: U.S. District Court — Northern District of Alabama

ALABAMA SPACE SCIENCE EXHIBIT COMMISSION d/b/a U.S. SPACE & ROCKET CENTER, Plaintiff, v. ODYSSEIA CO. LTD., Defendant.

No. 5:14-cv-00413-MHH

United States District Court, N.D. Alabama, Northeastern Division

August 26, 2021

MEMORANDUM OPINION AND ORDER

MADELINE HUGHES HAIKALA, UNITED STATES DISTRICT JUDGE.

This case is before the Court on the Alabama Space Science Exhibit Commission's motion for summary judgment.(Doc 89).^[1] The Alabama Space Science Exhibit Commission or ASSEC is the exclusive licensor of the Space Camp® trademark and related designs, processes, and materials.Odysseia Co. Ltd. a South Korean company, executed an “Offer to Enter into License Agreement” with ASSEC for a Space Camp® program in South Korea.After Odysseia paid ASSEC $1.75 million, the fee ASSEC required for a Space Camp® license, ASSEC passed on a licensing agreement with Odysseia and began license negotiations with another company in South Korea.ASSEC has not refunded Odysseia's $1.75 million payment.

In its complaint, ASSEC asks the Court to declare that its “Offer to Enter into License Agreement” with Odysseia expired and to enjoin Odysseia from claiming rights under the draft licensing agreement attached to the Offer document.(Doc. 1-1, p. 5).In its answer, Odysseia asserts state law counterclaims for breach of contract, unjust enrichment, promissory estoppel, and promissory fraud.(Doc 32, pp. 13-18).ASSEC has asked the Court to enter judgment in its favor on Odysseia's counterclaims.(Doc. 89).This opinion resolves ASSEC's summary judgment motion.

The opinion is organized in three sections.First, the Court outlines the standard for a Rule 56motion for summary judgment.Then, the Court discusses the evidence concerning the ASSEC-Odysseia relationship.Finally, the Court identifies the legal standards that govern Odysseia's state law claims and examines the summary judgment evidence under those standards.

I.

A district court“shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.”Fed.R.Civ.P. 56(a).To demonstrate a genuine dispute as to a material fact, a party must cite “to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials.”Fed.R.Civ.P. 56(c)(1)(A).“The court need consider only the cited materials, but it may consider other materials in the record.”Fed.R.Civ.P. 56(c)(3).

“A litigant's self-serving statements based on personal knowledge or observation can defeat summary judgment.”United States v. Stein, 881 F.3d 853, 857(11th Cir.2018).Even if a district court doubts the veracity of the evidence, the court cannot make credibility determinations.Feliciano v. City of Miami Beach, 707 F.3d 1244, 1252(11th Cir.2013)(citingAnderson v. Liberty Lobby, Inc., 477 U.S. 242, 255(1986)).Conclusory statements in a declaration cannot by themselves create a genuine issue of material fact.SeeStein, 881 F.3d at 857(citingLujan v. Nat'l Wildlife Fed'n, 497 U.S. 871, 888(1990)).

When considering a motion for summary judgment, a district court views the evidence in the record in the light most favorable to the non-moving party and draws reasonable inferences in the non-movant's favor.Asalde v. First Class Parking Sys. LLC, 898 F.3d 1136, 1138(11th Cir.2018).Accordingly, for ASSEC's summary judgment motion, the Court views the evidence in the light most favorable to Odysseia and draws all reasonable inferences in Odysseia's favor.

II.

ASSEC owns and operates “Space Camp®” and licenses the program and related products internationally.(Doc. 1-1, p. 3, ¶¶ 6, 8).On March 20, 2006, Odysseia agreed in writing to pay ASSEC “a nonrefundable payment in the amount of U.S. $1, 750, 000 for a Space Camp® license . . . .”(Doc. 1-3, p. 2, ¶ 2).The writing consists of a four-page signed “Offer to Enter into License Agreement” which contains the license fee provision quoted in the previous sentence and a 24-page unsigned Draft License Agreement attached as an appendix to the Offer document.(Doc. 1-3, pp. 2-5;Doc. 1-3, pp. 6-29).The Draft License Agreement contains the following provision concerning a license fee:

In consideration of the license granted herein, Licensee shall pay licensor a license fee of One Million Seven Hundred Fifty Thousand U.S. Dollars ($1, 750, 000) for SPACE CAMP® (9 - 12 years of age), SPACE ACADEMY® (12 - 14 years of age) and ADVANCED SPACE ACADEMY® (15 - 18 years of age) which shall be due in lawful currency of the United States, by wire transfer in immediately available funds on or before the date of this agreement.

(Doc. 1-3, p. 10, ¶ V(A)).

The Offer document established a timetable for Odysseia to pay the nonrefundable $1.75 million license fee in three installments.

The first amount of $250, 000 USD is due on or before March 30, 2006(the “First Deposit”), the second amount of $500, 000 is due on or before April 1, 2007(the “Second Deposit”)[, and] $1, 000, 000 (the “Final Payment”) is due upon the signing of the License Agreement or July 2, 2007(unless the Offer Termination Date is extended per paragraph 2), whichever occurs first and shall be payable in cash in lawful currency of the United States, by wire transfer in immediately available funds.

(Doc. 1-3, p. 3, ¶ 2).The fee provision in the Offer document expressly links the nonrefundable $1.75 million consideration for ASSEC's offer to the fee provision in the Draft License Agreement.The fee provision in the Offer states:

Licensee hereby expressly acknowledges and agrees that under no circumstance shall Licensor be obligated to pay or return all or any part of the Payment to Licensee or any other person or entity, nor shall Licensee or any other person or entity have any claim against Licensor for or in respect of all or any part of the Payment; provided that if Licensee accepts Licensor's offer to enter into the Licensing Agreement on or before the Offer Termination Date, the First Deposit, Second Deposit, Final Payment, and any extension payments shall be applied to and constitute a credit against payment of the license fee set forth in Section V.A of the Licensing Agreement.

(Doc. 1-3, p. 3, ¶ 2).

The Offer contains an option for extending the “offer termination date” for up to one year.The Offer states:

1.Licensor hereby offers to enter into the Licensing Agreement with Licensee at any time after March 20, 2006, but on or prior to August 1, 2007, unless extended per paragraph 2(the “Offer Termination Date”).

2.* * *

Prior to thirty days before the expiration of this agreement the Licensee may elect to extend the expiration date by a period of three months.Each extension requires an additional nonrefundable payment of $250, 000 to be received by Licensor, which will reduce the Final Payment accordingly.There will be up to four extensions allowed for a maximum of twelve months extension and a maximum of an additional $1, 000, 000 paid.All payments will reduce the total nonrefundable amount of $1, 750, 000 by the amount of the payments thereby reducing the Final Payment accordingly.

(Doc. 1-3, pp. 2-3, ¶¶ 1, 2).The four extensions were exercisable on or before July 1, 2007; October 1, 2007; January 1, 2008; and April 1, 2008.(Doc. 1-3, p. 2).If Odysseia exercised all four extensions, the Offer would expire on August 1, 2008.(Doc. 1-3, p. 2).

Regarding the expiration of the Offer, the agreement states:

9.[O]n August 1, 2007 at 1700 hours (CDT)(unless the Offer Termination Date is extended per paragraph 2), this Agreement will be deemed to expire and Licensor shall have no obligation whatsoever to Licensee or any other person or entity with respect to this Agreement, the Licensing Agreement or any of the matters contained herein or therein, and shall be free to contract with any other person with respect to such matters without any obligation or liability to Licensee or any other person or entity.This paragraph shall supersede any and all prior understandings of the parties, oral or written.

10.If the Licensing Agreement has not been entered into on or prior to the Offer Termination Date, then this Agreement shall be of no force or effect and shall terminate on and as of such date, Licensor shall have no obligation or liability to Licensee or any other person or entity, including any proposed Licensee, with respect to the matters set forth herein or in the Licensing Agreement, and Licensee shall have no further obligation or liability to Licensor with respect to the matters set forth herein or in the License Agreement.

(Doc. 1-3, p. 4, ¶¶ 9-10).

The Offer obligated Odysseia “[p]rior to execution of the Licensing Agreement” to “promptly” give ASSEC information ASSEC requested “pertaining to the status of development of the facility to be licensed pursuant to the Licensing Agreement (the ‘Facility'), and any other specified information such as, without limitation investment information, ownership information, and financial information.”(Doc. 1-3, p. 4, ¶ 4).The Offer indicates that the Offer Agreement “and the attachments hereto shall constitute the full and complete agreement” between the parties.(Doc. 1-3, p. 4, ¶ 5).The Offer states that it “may only be amended by a writing duly executed pursuant to all corporate or other authority by the parties hereto, ”(Doc. 1-3, p. 4, ¶ 6), and provides that the agreement must be interpreted and construed according to Alabama law, (Doc. 1-3, p. 5, ¶ 12).The Offer is signed by U.S. Space & Rocket Center CEO General Larry R. Capps and by Odysseia...