## Facts

- Unpaid contributors, including Jonathan Tasini and others, posted blog content to a for-profit website over multiple years.
- The website informed unpaid contributors that they would receive no monetary compensation, instead offering exposure and a platform.
- Tasini alleged he contributed hundreds of posts over several years.
- AOL acquired the website in 2011 for approximately $315 million.
- Plaintiffs alleged the acquisition price reflected value created by unpaid bloggers’ content and their promotional efforts.
- Plaintiffs filed a putative class action asserting unjust enrichment under New York common law and deceptive practices under New York General Business Law (NYGBL) § 349.
- Defendants moved to dismiss under Federal Rule of Civil Procedure 12(b)(6).

## Issues

1. Whether unpaid contributors who knowingly submitted content with an express understanding of no monetary compensation stated a plausible unjust enrichment claim based on defendants’ later financial gains.
2. Whether soliciting and publishing unpaid blog content constituted consumer-oriented, materially misleading conduct causing cognizable injury under NYGBL § 349.

## Decision

- The court granted defendants’ Rule 12(b)(6) motion and dismissed the complaint in full with prejudice.
- The unjust enrichment claim was dismissed because plaintiffs alleged an arrangement providing exposure rather than pay, making restitution inequitable as a matter of law.
- The NYGBL § 349 claim was dismissed because the alleged conduct was not consumer-oriented, was not materially misleading in light of the disclosed no-payment policy, and did not allege the type of consumer injury § 349 requires.
- Judgment was entered for defendants and the case was closed.

## Legal Principles

- Under New York unjust enrichment law, a plaintiff must allege the defendant benefited at the plaintiff’s expense and that equity and good conscience require restitution.
- Unjust enrichment generally is not available to impose payment where the parties’ understanding was that services would be provided without monetary compensation.
- A defendant’s profitability, without more, does not create a quasi-contract obligation to pay for voluntarily provided, uncompensated services.
- NYGBL § 349 requires consumer-oriented conduct, materially misleading acts or practices, and injury; it does not cover ordinary compensation disputes between a business and non-consumer participants.
- Clear disclosure negating a claimed misrepresentation defeats a § 349 theory premised on deception about compensation.

## Conclusion

The court held that contributors who voluntarily provided content under an expressly disclosed no-compensation arrangement could not recast the defendants’ later financial success as unjust enrichment, and that NYGBL § 349 did not apply because the dispute was not consumer-oriented and lacked materially misleading conduct and cognizable consumer injury.


Tasini v. AOL, Inc., 851 F. Supp. 2d 734 (S.D.N.Y. 2012)