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FILED: NEW YORK COUNTY CLERK 09/11/2014 05:36 PM INDEX NO. 652471/2014
NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/11/2014
SUPREME COURT FOR THE STATE OF NEW YORK
COUNTY OF NEW YORK
SNI/SI Networks L.L.C., Index No.: 652471/2014
Plaintiff, IAS Part: 48
- against - Hon. Jeffrey K. Oing
DIRECTV, LLC, ANSWER
Defendant.
Defendant DIRECTV, LLC (“DIRECTV”), through its attorneys, Kirkland & Ellis LLP,
answer the allegations in the Complaint of Plaintiff SNI/SI Networks L.L.C. (“Smithsonian
LLC”) as follows:
1. Paragraph 1 does not contain averments of fact to which a responsive pleading is
necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph
1, except admits that it entered into an agreement with Smithsonian LLC on October 6, 2012,
effective January 1, 2013 (the “Agreement”).
2. DIRECTV denies knowledge or information sufficient to form a belief as to the
truth or falsity of the allegations contained in Paragraph 2.
3. DIRECTV admits the allegations of Paragraph 3.
4. Paragraph 4 purports to state a legal conclusion to which no response is necessary.
To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 4, except
admits that (i) DIRECTV is registered to transact business and transacts business within New
York, (ii) DIRECTV negotiated the Agreement with Smithsonian LLC representatives who are
located in New York, and (iii) the Agreement permits DIRECTV to distribute the Smithsonian
Channel within New York.
SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 2 of 5
Index No. 652471/2014
5. Paragraph 5 purports to state a legal conclusion to which no response is necessary.
To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 5.
6. Paragraph 6 purports to state a legal conclusion to which no response is necessary.
To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 6, except
admits that Smithsonian LLC alleges breach of contract, alleges damages in excess of $500,000
and seeks declaratory and/or equitable relief.
7. DIRECTV denies the allegations in Paragraph 7, except admits that the parties
executed the Agreement as of October 6, 2012.
8. DIRECTV denies the allegations in Paragraph 8, except admits that the
Agreement contains the terms pursuant to which DIRECTV would pay monthly license fees to
Smithsonian LLC.
9. DIRECTV denies the allegations in Paragraph 9.
10. DIRECTV denies the allegations in Paragraph 10, except admits that the
Agreement contains confidentiality provisions limiting the disclosure of the Agreement’s terms
and conditions.
11. DIRECTV denies the allegations in Paragraph 11.
FIRST CAUSE OF ACTION
(Breach of Contract)
12. DIRECTV repeats and incorporates its responses to Paragraphs 1-11 above as if
fully set forth herein.
13. DIRECTV admits the allegations in Paragraph 13.
14. DIRECTV denies the allegations in Paragraph 14.
SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 3 of 5
Index No. 652471/2014
15. DIRECTV denies the allegations in Paragraph 15, except admits that the
Agreement contains the terms pursuant to which DIRECTV would pay monthly license fees to
Smithsonian LLC.
16. Paragraph 16 purports to state a legal conclusion to which no response is
necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph
16, states that the Agreement speaks for itself, and denies anything inconsistent with the
Agreement.
17. Paragraph 17 purports to state a legal conclusion to which no response is
necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph
17, states that the Agreement speaks for itself, and denies anything inconsistent with the
Agreement.
SECOND CAUSE OF ACTION
(Declaratory Judgment)
18. DIRECTV repeats and incorporates its responses to Paragraphs 1-17 above as if
fully set forth herein.
19. Paragraph 19 purports to state a legal conclusion to which no response is
necessary. To the extent a response is necessary, DIRECTV admits the allegations in Paragraph
19.
20. Paragraph 20 purports to state a legal conclusion to which no response is
necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph
20, states that the Agreement speaks for itself, and denies anything inconsistent with the
Agreement.
SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 4 of 5
Index No. 652471/2014
21. Paragraph 21 purports to state a legal conclusion to which no response is
necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph
21, including each of its subparts a, b and c, and states that Smithsonian LLC’s interpretation of
the Agreement is erroneous and DIRECTV’s interpretation of the Agreement is correct.
DIRECTV generally denies any liability for any and all claims alleged. To the extent that
DIRECTV has not fully responded to any of the specific allegations in the Complaint, such
allegations are denied.
DEFENSES
DIRECTV asserts the following affirmative defenses but does not assume the burden of
proof where the substantive law provides otherwise.
First Affirmative Defense
1. Smithsonian LLC has failed to state a claim upon which relief may be granted.
Second Affirmative Defense
2. Smithsonian LLC’s claims are barred by Smithsonian LLC’s antecedent breach of
the Agreement.
Third Affirmative Defense
3. Smithsonian LLC’s claims are barred because Smithsonian LLC’s interpretation
of the Agreement is erroneous and improper, and DIRECTV’s interpretation of the Agreement is
correct. The parties’ respective positions concerning the proper interpretation of the Agreement
are not set forth herein because the Agreement contains broad confidentiality provisions limiting
the disclosure of the Agreement’s terms and conditions.
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Index No. 652471/2014
Fourth Affirmative Defense
4. Smithsonian LLC’s claims are barred because Smithsonian LLC would be
unjustly enriched if it were allowed to recover the damages alleged in the Complaint.
Fifth Affirmative Defense
5. DIRECTV intends to rely upon, reserves its right to assert, and hereby pleads
such other related defenses as are available under law.
PRAYER FOR RELIEF
WHEREFORE, DIRECTV respectfully requests judgment as follows:
1. Dismissal of all claims in the Complaint with prejudice and in their entirety;
2. Awarding DIRECTV its costs and reasonable attorney fees incurred, expended,
and accruing; and
3. Granting DIRECTV such other relief as may be just, necessary and equitable.
Dated: September 11, 2014 s/ John P. Del Monaco
John P. Del Monaco
Peter R. Bryce
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Melissa D. Ingalls (pro hac pending)
Robyn E. Bladow (pro hac pending)
Michael A. Onufer (NY 5026927)
KIRKLAND & ELLIS LLP
333 South Hope Street
Los Angeles, California 90071
Telephone: (213) 680-8400
Facsimile: (212) 680-8500
Attorneys for Defendant DIRECTV, LLC
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FILED: NEW YORK COUNTY CLERK 09/11/2014 05:36 PM INDEX NO. 652471/2014 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 09/11/2014 SUPREME COURT FOR THE STATE OF NEW YORK COUNTY OF NEW YORK SNI/SI Networks L.L.C., Index No.: 652471/2014 Plaintiff, IAS Part: 48 - against - Hon. Jeffrey K. Oing DIRECTV, LLC, ANSWER Defendant. Defendant DIRECTV, LLC (“DIRECTV”), through its attorneys, Kirkland & Ellis LLP, answer the allegations in the Complaint of Plaintiff SNI/SI Networks L.L.C. (“Smithsonian LLC”) as follows: 1. Paragraph 1 does not contain averments of fact to which a responsive pleading is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 1, except admits that it entered into an agreement with Smithsonian LLC on October 6, 2012, effective January 1, 2013 (the “Agreement”). 2. DIRECTV denies knowledge or information sufficient to form a belief as to the truth or falsity of the allegations contained in Paragraph 2. 3. DIRECTV admits the allegations of Paragraph 3. 4. Paragraph 4 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 4, except admits that (i) DIRECTV is registered to transact business and transacts business within New York, (ii) DIRECTV negotiated the Agreement with Smithsonian LLC representatives who are located in New York, and (iii) the Agreement permits DIRECTV to distribute the Smithsonian Channel within New York. SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 2 of 5 Index No. 652471/2014 5. Paragraph 5 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 5. 6. Paragraph 6 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 6, except admits that Smithsonian LLC alleges breach of contract, alleges damages in excess of $500,000 and seeks declaratory and/or equitable relief. 7. DIRECTV denies the allegations in Paragraph 7, except admits that the parties executed the Agreement as of October 6, 2012. 8. DIRECTV denies the allegations in Paragraph 8, except admits that the Agreement contains the terms pursuant to which DIRECTV would pay monthly license fees to Smithsonian LLC. 9. DIRECTV denies the allegations in Paragraph 9. 10. DIRECTV denies the allegations in Paragraph 10, except admits that the Agreement contains confidentiality provisions limiting the disclosure of the Agreement’s terms and conditions. 11. DIRECTV denies the allegations in Paragraph 11. FIRST CAUSE OF ACTION (Breach of Contract) 12. DIRECTV repeats and incorporates its responses to Paragraphs 1-11 above as if fully set forth herein. 13. DIRECTV admits the allegations in Paragraph 13. 14. DIRECTV denies the allegations in Paragraph 14. SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 3 of 5 Index No. 652471/2014 15. DIRECTV denies the allegations in Paragraph 15, except admits that the Agreement contains the terms pursuant to which DIRECTV would pay monthly license fees to Smithsonian LLC. 16. Paragraph 16 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 16, states that the Agreement speaks for itself, and denies anything inconsistent with the Agreement. 17. Paragraph 17 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 17, states that the Agreement speaks for itself, and denies anything inconsistent with the Agreement. SECOND CAUSE OF ACTION (Declaratory Judgment) 18. DIRECTV repeats and incorporates its responses to Paragraphs 1-17 above as if fully set forth herein. 19. Paragraph 19 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV admits the allegations in Paragraph 19. 20. Paragraph 20 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 20, states that the Agreement speaks for itself, and denies anything inconsistent with the Agreement. SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 4 of 5 Index No. 652471/2014 21. Paragraph 21 purports to state a legal conclusion to which no response is necessary. To the extent a response is necessary, DIRECTV denies the allegations in Paragraph 21, including each of its subparts a, b and c, and states that Smithsonian LLC’s interpretation of the Agreement is erroneous and DIRECTV’s interpretation of the Agreement is correct. DIRECTV generally denies any liability for any and all claims alleged. To the extent that DIRECTV has not fully responded to any of the specific allegations in the Complaint, such allegations are denied. DEFENSES DIRECTV asserts the following affirmative defenses but does not assume the burden of proof where the substantive law provides otherwise. First Affirmative Defense 1. Smithsonian LLC has failed to state a claim upon which relief may be granted. Second Affirmative Defense 2. Smithsonian LLC’s claims are barred by Smithsonian LLC’s antecedent breach of the Agreement. Third Affirmative Defense 3. Smithsonian LLC’s claims are barred because Smithsonian LLC’s interpretation of the Agreement is erroneous and improper, and DIRECTV’s interpretation of the Agreement is correct. The parties’ respective positions concerning the proper interpretation of the Agreement are not set forth herein because the Agreement contains broad confidentiality provisions limiting the disclosure of the Agreement’s terms and conditions. SNI/SI Networks L.L.C. v. DIRECTV, LLC Page 5 of 5 Index No. 652471/2014 Fourth Affirmative Defense 4. Smithsonian LLC’s claims are barred because Smithsonian LLC would be unjustly enriched if it were allowed to recover the damages alleged in the Complaint. Fifth Affirmative Defense 5. DIRECTV intends to rely upon, reserves its right to assert, and hereby pleads such other related defenses as are available under law. PRAYER FOR RELIEF WHEREFORE, DIRECTV respectfully requests judgment as follows: 1. Dismissal of all claims in the Complaint with prejudice and in their entirety; 2. Awarding DIRECTV its costs and reasonable attorney fees incurred, expended, and accruing; and 3. Granting DIRECTV such other relief as may be just, necessary and equitable. Dated: September 11, 2014 s/ John P. Del Monaco John P. Del Monaco Peter R. Bryce KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Melissa D. Ingalls (pro hac pending) Robyn E. Bladow (pro hac pending) Michael A. Onufer (NY 5026927) KIRKLAND & ELLIS LLP 333 South Hope Street Los Angeles, California 90071 Telephone: (213) 680-8400 Facsimile: (212) 680-8500 Attorneys for Defendant DIRECTV, LLC