KILPATRICK TOWNSEND STOCKTON LLP

DENNIS L. WILSON (SBN 155407) - -. . 
DWilson@kilpatricktownsend.com I i '1
KOLLIN J. ZIMMERMANN (SBN 273092)



9720 Wilshire Blvd., PH Suite

Beverly Hills, CA 90212?2018 . 

Telephone: 3 10?248-3 830 9556?
Facsimile: 310-860?0363 kg?

Attorneys for Plaintiffs

YAHOO HOLDINGS, INC., OATH (EMEA) LTD, and
SINGAPORE DIGITAL MARKETING PTE. LTD.

SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SANTA CLARA

UNLIMITED JURISDICTION
YAHOO HOLDINGS, INC., Case No. .3,
a Delaware corporation; OATH (EMEALTD., an Ireland company; and 
SINGAPORE DIGITAL MARKETING CONIPLAINT FOR:

PTE. LTD., a Singapore company,
1. BREACH OF CONTRACT
Plaintiffs,
2. BREACH OF COVENANT OF

V. GOOD FAITH AND FAIR DEALING

MOZILLA CORPORATION,
a California corporation,

Defendant.

 

 

PUBLIC

REDACTS MATERIALS FROM
CONDITIONALLY SEALED RECORD

 

 

COMPLAINT

 

PARTIES

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1.

Plaintiff Yahoo Holdings, Inc. is a corporation organized under the laws of the

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State of Delaware, located at 701 First Avenue, Sunnyvale, California 94089, which has

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conducted business in connection with this matter in various locations, including in Santa Clara

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County, California.

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2.

Plaintiff Oath (EMEA) Ltd. (fka Yahoo EMEA Ltd.) is a company organized under

the laws of Ireland, located at 5-7 Point Square, North Wall Quay, Dublin 1, Ireland.
3.

Plaintiff Yahoo! Singapore Digital Marketing Pte. Ltd. is a company organized

under the laws of Singapore, located at 60 Anson Road #13-01 Mapletree Anson, Singapore,
079914, Singapore.
4.

Plaintiffs Yahoo Holdings, Inc.; Oath (EMEA) Ltd.; and Yahoo! Singapore Digital

Marketing Pte. Ltd. shall be collectively referred to as “Yahoo.”
5.

Defendant Mozilla Corporation (“Mozilla”) is a corporation organized under the

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laws of the State of California, located at 331 East Evelyn Avenue, Mountain View, California

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94041, which has conducted business in connection with this matter in various locations, including

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in Santa Clara County, California.
JURISDICTION AND VENUE

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6.

Procedure Section 410.10.
7.

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Venue is proper in this Court pursuant to California Code of Civil Procedure Section

395 because Mozilla resides and has its principal place of business in this county.
SUMMARY OF CLAIMS

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This Court has jurisdiction over this Complaint pursuant to California Code of Civil

8.

Following the sale of Yahoo’s operating business to Verizon Communications Inc.

(“Verizon”), Mozilla terminated a long-term strategic agreement with Yahoo,

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Mozilla’s

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-1COMPLAINT

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termination and refusal now to perform is a breach of the plain terms of the parties’ contract,

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Yahoo now brings this action for breach of

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contract and breach of the implied covenant of good faith and fair dealing to remedy Mozilla’s

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breaches and wrongful conduct.

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FACTS

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The Strategic Agreement

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9.

Mozilla offers a web browser called “Firefox.” Firefox is a software application

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hundreds of millions of people use globally to access information on the Internet through their

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desktop computers and mobile devices.

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10.

Among other online services, Yahoo provides a search product (“Yahoo Search”)

that people use globally to search the Internet.
11.

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-2COMPLAINT

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14.

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An

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example of a user’s desktop computer with Firefox set to Yahoo Search, showing Yahoo Search

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results, is depicted in Exhibit 4.

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15.

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16.

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-3COMPLAINT

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17.

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Mozilla’s Wrongful Conduct
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On November 10, 2017, Mozilla sent a letter titled “Notice of Termination of the

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Strategic Agreement.” The letter stated in relevant part, “This letter serves as notice of

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termination of the Strategic Agreement . . . effective immediately.

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19.

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20.

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-4COMPLAINT

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Accordingly, Yahoo put Mozilla on notice of its material breaches

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and demanded that Mozilla take immediate steps to cure its breaches and rescind its termination

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notice. Mozilla failed to do so.

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21.

Instead, Mozilla treated the Strategic Agreement as terminated and wrongfully

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refused to perform,

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22.

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First Cause of Action

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Breach of Contract

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23.

Yahoo incorporates the allegations contained in paragraphs 1 through 22 above, as

though set forth fully herein.
24.

Yahoo (through its predecessor in interest and assignor) and Mozilla entered into a

binding written contract – the Strategic Agreement.
25.

Yahoo met all, or substantially all, material obligations that the Strategic Agreement

imposed on it or were not otherwise excused or waived.
26.

The conditions necessary for Mozilla’s performance of its obligations under the

Strategic Agreement occurred or were excused.

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27.

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following:

Mozilla materially breached the Strategic Agreement in several ways, including the

-5COMPLAINT

 a.

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b.

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c.

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28.

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As a result, Yahoo has suffered and will continue to suffer competitive injury to its

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business and reputation, among other harm, and Mozilla’s material breaches and bad-faith conduct

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are a substantial factor in causing such harm.

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Second Cause of Action

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Breach of Covenant of Good Faith and Fair Dealing

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though set forth fully herein.

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30.

Yahoo (through its predecessor in interest and assignor) and Mozilla entered into a

binding written contract – the Strategic Agreement.

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Yahoo incorporates the allegations contained in paragraphs 1 through 28 above, as

31.

Yahoo met all, or substantially all, material obligations that the Strategic Agreement

imposed on it or were not otherwise excused or waived.

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32.

The conditions necessary for Mozilla’s performance of its obligations under the

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Strategic Agreement occurred or were excused.

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/ / /
-6COMPLAINT

 33.

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Mozilla unfairly interfered with Yahoo’s right to receive the benefits of the Strategic

Agreement in multiple ways, including the following:
a.

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b.

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34.

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As a result, Yahoo has suffered and will continue to suffer competitive injury to its

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business and reputation, among other harm, and Mozilla’s material breaches and bad-faith conduct

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are a substantial factor in causing such harm.
PRAYER FOR RELIEF

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Yahoo prays for judgment against Mozilla as follows:

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A.

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B.

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C.

For damages according to proof at trial;

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D.

For prejudgment interest;

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E.

For costs of suit; and

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/ / /
-7COMPLAINT

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F.

For such other and further relief as the Court deems just and proper.

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DATED: December 1, 2017

Respectfully submitted,
KILPATRICK TOWNSEND & STOCKTON LLP

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By:

DENNIS L. WILSON
KOLLIN J. ZIMMERMANN

Attorneys for Plaintiffs
YAHOO HOLDINGS, INC., OATH (EMEA) LTD,
and YAHOO! SINGAPORE DIGITAL MARKETING
PTE. LTD.

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-8COMPLAINT

  

 

 

 

 

 



 

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