Encyclopaedia Britannica, Inc. v. Guerrero, No. 08 C 2752, Slip Op. (N.D. Ill. Feb. 19, 2009) (Castillo, J.).


Judge Castillo granted plaintiff summary judgment as to defendants’ declaratory judgment counterclaim in this trademark, copyright and contract dispute. Plaintiff licensed its content, including certain copyright and trademark rights, to defendants for use in an online Spanish-language reference site. Because a third party did not provide certain additional content required by the parties’ agreement, plaintiff exercised an option to terminate the parties’ license agreement and attempted to exercise a purchase option provided for in the agreement. Defendants, however, argued that the agreement did not allow exercise of the purchase agreement for a six year period, which had not yet passed. The Court held that a dispute over the meaning of a contract clause did not necessarily make a contract ambiguous. The Court determined that while the Agreement could be read to support either party, the intent of the agreement was to allow for immediate purchase by plaintiff in the event of termination, regardless of whether or not the termination occurred after the six year period.