MJ & Partners Restaurant Limited Partnership v. Zadikoff

In 1990, Michael Jordan’s (codefendant’s) corporation, Jump, entered a contract granting 23 Food, Inc. (coplaintiff) an exclusive license to use Jordan’s name and likeness on restaurants in the Chicago metropolitan area. 23 Food sublicensed that right to MJ & Partners Limited Partnership (coplaintiff), and the two companies opened Michael Jordan’s Restaurant in Chicago. The companies entered a restaurant management agreement appointing RMI Limited Partnership to manage and operate the restaurant. RMI in turn contracted with Cornerstone Management and Consulting, Inc. to provide consulting services. The contract specified that Cornerstone was acting solely as an independent consultant, but Cornerstone’s chairman, David Zadikoff (codefendant) took on the role of the restaurant’s chief executive. Zadikoff had substantial responsibility for managing the restaurant, including setting opening hours, menus, prices, budgets, and labor policies; choosing vendors; and signing corporate checks. While still working for the restaurant, Zadikoff allegedly began discussing with Jordan opening another restaurant called Restaurant J near the arena where the Chicago Bulls play, which would also use Jordan’s name and likeness. Zadikoff purportedly started a whispering campaign about the new restaurant, released information to the media about it, and recorded a parking easement at the intended location. The companies sued Jordan and Zadikoff for trademark infringement, unfair competition, and misappropriation and claimed Zadikoff breached fiduciary duties to them. Zadikoff moved to dismiss on multiple grounds, arguing he owed no fiduciary duties to the companies because he was not acting as their agent.