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Yellow Pages Group, LLC v. Ziplocal LP

Superior Court of Delaware, New Castle

January 27, 2015

YELLOW PAGES GROUP, LLC, Plaintiff,
v.
ZIPLOCAL, LP, Defendant.

Submitted: December 22, 2014

Upon Defendant Ziplocal, LP’s Motion to Dismiss or, in the Alternative, to Stay: DENIED, in part, and GRANTED, in part.

Gary W Lipkin, Esquire, Duane Morris LLP, 222 Delaware Avenue, Suite 1600, Wilmington, DE 19801, David J Wolfsohn, Esquire (pro hac vice) (argued), Aleksander J. Goranin, Esquire (pro hac vice), Duane Morris LLP, 30 South 17th Street, Philadelphia, PA 19103, Attorneys for Plaintiff Yellow Pages Group, LLC

Christine D Haynes, Esquire (argued), Robert W Whetzel, Esquire, Richards Layton & Finger PA, 920 North King Street, Wilmington, DE 19801, Attorneys for Defendant Ziplocal, LP.

OPINION

Jan R. Jurden, President Judge

I. INTRODUCTION

Before the Court is Defendant Ziplocal, LP's ("Ziplocal") Motion to Dismiss or in the Alternative, to Stay. On October 18, 2013, Yellow Pages Group, LLC ("YPG") filed a Complaint against Ziplocal seeking damages and declaratory relief based on Ziplocal's failure to indemnify YPG in connection with copyright litigation filed by a third-party against both YPG and Ziplocal. Ziplocal has moved to dismiss YPG's Complaint, or in the alternative to stay pending resolution of the third-party litigation, on the basis that: (1) YPG failed to state a claim for breach of contract; and (2) its claim for indemnification is not ripe.

II. BACKGROUND

Ziplocal (formerly Phone Directories Company) is a publisher of print and online telephone directories, which typically include advertisements having photographic images.[1] YPG is a provider of publishing-related services to telephone-directory publishers like Ziplocal.[2]

On March 15, 2004, Ziplocal entered into a license agreement with Yellow Pages Photos, Inc. ("YPPI").[3] Pursuant to that agreement, YPPI's predecessor licensed Ziplocal the limited right to use certain photographic images created and produced by YPPI and its predecessor.[4]

Effective November 1, 2010, Ziplocal and YPG entered in an agreement ("Outsourcing Agreement"), pursuant to which YPG was required to provide certain publishing services to Ziplocal, including the production of advertisements for publication in Ziplocal's directories.[5]

The Outsourcing Agreement contains several provisions implicated by the instant action. Pursuant to Section 13.01, titled "Mutual Representations and Warranties, " Ziplocal represented that performance of the Outsourcing Agreement would not "result in the breach or a violation of, or conflict with . . . any of the terms or provisions of . . . any contracts . . . to which it is a party."[6] Section 14.01, titled "Indemnification by Ziplocal, " provides in part:

Ziplocal agrees to hold harmless and indemnify YPG . . . from and against all losses, damages, costs or expenses in whatever form or nature, including reasonable legal fees, sustained or incurred as a result of a third party claim relating to any act or omission of Ziplocal, ...

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