Crosby Legacy offers quality consulting services that employ the teachings of its founder, Philip J. Crosby, a pioneer in the field. Crosby Legacy consulted for energy company FMC under an agreement executed in 2014 which permitted FMC to utilize the Crosby materials company-wide, including copyrighted works and the use of three Crosby trademarks 2013 Absolutes of Quality Management 2122, Absolutes of Quality 2122, and Price of Nonconformance 2122. The 2014 Agreement restricted continued use of the Crosby materials should FMC experience a change in control. FMC subsequently merged with Technip S.A., creating defendant company Technip FMC in January 2017. Pursuant to the change of control provisions, Crosby Legacy sought to negotiate an agreement with the new entity to allow them continued use of the Crosby materials. TechnipFMC expressed a strong interest in continuing the relationship, and according to Crosby Legacy, a $2.3 million agreement was reached via a string of e-mails in May 2017, needing only to be memorialized and executed. TechnipFMC dragged its feet on the specific language to be included in the new agreement, and ultimately announced in November 2017 that it was no longer interested in working with Crosby Legacy. At that point, TechnipFMC had used the Crosby materials for eleven months without paying, in violation of the 2014 Agreement 2019s change of control language. Crosby accuses TechnipFMC of breaching the 2014 Agreement and of having formed, and then breached, the 2017 Agreement, and also brings claims of breach of the implied covenant of good faith and fair dealing, fraud, 93A claims, trademark and copyright infringement, and unjust enrichment. The case is before Judge Wolf.
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