Telecom International America, Ltd. v. AT & T Corp.

Appeal from a grant of summary judgment dismissing claims by a telephone service reseller against a telecommunications services provider, involving breach of contract, fraud, unfair competition, misappropriation, and unlawful conduct under the Communications Act, and from the granting of a counterclaim for shortfall penalties, and a cross-appeal from the dismissal of a counterclaim based on corporate veil-piercing, by the United States District Court for the Southern District of New York (Alvin K. Hellerstein, Judge). We principally hold that, under New Jersey law, when sophisticated parties enter into a series of individual, internally complete agreements, we cannot go outside the language of the contracts and treat them as a single, end-to-end transaction even though the buyer of products and services wanted them to be incorporated into a unified system. We further hold that all other claims and counterclaims were properly disposed of, save for AT&T’s veil-piercing counterclaim, which was dismissed without prejudice. We order that that counterclaim be dismissed with prejudice. Otherwise, we affirm.

Telecom International America (“TIA”) appeals from Judge Hellerstein’s grant of summary judgment dismissing its contractual, fraud, unfair competition, misappropriation, and Communications Act claims against AT&T Corp. TIA also appeals from the grant of summary judgment to AT&T on its counterclaims against TIA. AT&T cross-appeals from the dismissal of its counterclaim for breach of contract against TIA’s corporate parent, Telecom International Co., Ltd. (“TI”), seeking to pierce TIA’s corporate veil and obtain satisfaction of the counterclaim judgment from TI.