TruLogic, Inc. v. Gen. Elec. Co.

Citations

• 177 N.E.3d 615
• 2021 Ohio 2860

Syllabus

Appellant's breach of contract claim is not preempted by federal copyright law. A software licensing agreement may involve the required extra element (instead of or in addition to the acts of reproduction, performance, distribution, or display) that changes the action's nature so that it is qualitatively different from a copyright infringement claim. Under the allegations of the complaint, accepted as true, appellant's restriction of the use of its software and other restrictions in the software licensing agreement provided the required extra element for avoiding preemption. As a result, the trial court erred in dismissing the breach of contract claim. However, the trial court did not err in dismissing appellant's claim for unjust enrichment. Unjust enrichment involves a contract implied in law. Where an express agreement exists, there can be no implied agreement. Further, while parties are permitted to plead alternative claims, the allegations in the complaint and the attached software licensing agreement provided that the written agreement was the entire agreement of the parties and superseded all prior or contemporaneous oral or written communications, proposals and representations with respect to appellant's software or any other subject matter covered by the software licensing agreement. As a result, regardless of preemption, there could be no claim for unjust enrichment. Finally, even if preemption of the unjust enrichment claim were considered, appellant's minimal defense of the claim did not address the reasons why preemption law distinguishes between contracts implied in law and those based on either an express contract or one implied in fact. Specifically, contracts implied in law do not involve allegations of actual promises between the parties. Such promises can provide the extra element required for avoiding preemption. Judgment affirmed in part, reversed in part, and remanded for further proceedings.