T.S et al v. Twentieth Century Fox Television, Inc. et al

Filing 110

MEMORANDUM Opinion and Order Signed by the Honorable Amy J. St. Eve on 10/16/2017:Mailed notice(kef, )

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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
T.S., et al.,

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Plaintiffs,
v.
TWENTIETH CENTURY FOX
TELEVISION, et al.,
Defendants.

Case No. 16 C 8303

MEMORANDUM OPINION AND ORDER
AMY J. ST EVE, District Court Judge:
On April 20, 2017, the Court granted the Twentieth Century Fox Defendants’ Rule
12(b)(6) motion to dismiss certain claims set forth in Plaintiffs’ First Amended Class Action
Complaint.1 Also, the Court granted Plaintiffs leave to amend their allegations in accordance
with the April 20, 2017 ruling and consistent with counsel’s Rule 11 obligations. The Court
presumes familiarity with its April 20, 2017 Memorandum Opinion and Order. On May 23,
2017, Plaintiffs filed their Second Amended Class Action Complaint re-alleging certain claims
against the Fox Defendants in Counts IV, VI, VIII, and X. Moreover, Plaintiffs added an unjust
enrichment claim in Count XIII. Before the Court is the Fox Defendants’ Rule 12(b)(6) motion
to dismiss that the Court grants in part with prejudice and denies in part.
LEGAL STANDARD
“A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) challenges the
viability of a complaint by arguing that it fails to state a claim upon which relief may be
1

The Fox Defendants include Twentieth Century Fox, a division of Twentieth Century Fox Film
Corporation, Fox Broadcasting Company, and Twenty-First Century Fox, Inc.

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granted.” Camasta v. Jos. A. Bank Clothiers, Inc., 761 F.3d 732, 736 (7th Cir. 2014); see also
Hill v. Serv. Emp. Int’l Union, 850 F.3d 861, 863 (7th Cir. 2017). Under Rule 8(a)(2), a
complaint must include “a short and plain statement of the claim showing that the pleader is
entitled to relief.” Fed. R. Civ. P. 8(a)(2). Pursuant to the federal pleading standards, a
plaintiff’s “factual allegations must be enough to raise a right to relief above the speculative
level.” Bell Atlantic v. Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007).
Put differently, a “complaint must contain sufficient factual matter, accepted as true, to ‘state a
claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct.
1937, 1949, 173 L. Ed. 2d 868 (2009) (quoting Twombly, 550 U.S. at 570). When determining
the sufficiency of a complaint under the plausibility standard, courts must “accept all wellpleaded facts as true and draw reasonable inferences in the plaintiffs’ favor.” Roberts v. City of
Chicago, 817 F.3d 561, 564 (7th Cir. 2016).
BACKGROUND
On May 23, 2017, minor Plaintiffs – through their legal guardians – filed the present
Second Amended Class Action Complaint alleging the following claims against the Fox
Defendants: (1) a joint action liability claim in conjunction with an underlying Fourteenth
Amendment due process claim (Count IV); (2) a constitutional conspiracy claim based on the
due process claim (Count VI); (3) a claim based on the inducement of the County Defendants’
breach of their fiduciary duties (Count VIII); (4) a state law tort conspiracy claim (Count X); and
(5) an unjust enrichment and/or accounting claim (Count XIII).2
Turning to the general allegations, in the summer of 2015, officials placed the Cook
County Juvenile Temporary Detention Center (“JTDC”) on lockdown so that it could be used to
2

Plaintiffs voluntarily withdraw their intentional infliction of emotional distress claim against
the Fox Defendants as alleged in Count IX, and thus the Court dismisses Count IX against the
Fox Defendants with prejudice.
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film episodes for the Fox television show Empire. (R. 88, Second Am. Compl. Intro., ¶ 29.)
Plaintiffs allege that prior to filming, the Fox Defendants scouted the JTCD and decided that they
wanted to use the facilities of the JTDC’s second and third floors to stage and shoot scenes for
Empire. (Id. ¶ 29.) Thereafter, the filming of Empire occurred over three separate time periods
in the summer of 2015, namely, June 21 through 26, July 13 through 16, and August 23 through
26. (Id. ¶ 34.) Plaintiffs, who were juvenile detainees during that time, allege that JTDC
officials “placed off limits” certain areas that are essential to the JTDC’s mission of educating
and rehabilitating the juveniles housed there, including the JTDC’s school, its facilities for
family visits, the outdoor recreation yard, the library, the infirmary, and the chapel. (Id. Intro.,
¶¶ 14, 21, 22.) Further, Plaintiffs allege that JTDC officials placed these areas off limits so the
Fox Defendants’ agents and employees could use the areas to stage and film the television show.
(Id. Intro., ¶¶ 29-32.) To that end, JTDC officials ordered that the juvenile detainees either
remain in their cells or be placed in jail-style “pod” areas, which significantly limited the
juveniles’ movement. (Id. Intro., ¶ 38.) As a result, the juvenile detainees sat for days on end,
their schooling existed in name only, visits from their families were effectively eliminated, and
sick-call requests were ignored. (Id. Intro., ¶¶ 39, 41-44.) According to Plaintiffs, these
lockdowns effectively cancelled or interrupted the JTDC programs intended to help them. (Id.
Intro. ¶ 2, ¶ 40.)
ANALYSIS
I.

Joint Action Liability – Count IV
Plaintiffs seek to establish that the Fox Defendants – despite being private actors – acted

under color of state law as required by § 1983, and thus are liable for the purported Fourteenth
Amendment due process violations. “The Supreme Court has set forth various tests to use when

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deciding whether someone is a governmental actor, including the ‘symbiotic relationship test, the
state command and encouragement test, the joint participation doctrine, and the public function
test.’” Listecki v. Official Comm. of Unsecured Creditors, 780 F.3d 731, 738 (7th Cir. 2015)
(citation omitted). Here, Plaintiffs seek to establish that the Fox Defendants were liable for the
alleged due process deprivations under the “joint action” or “joint participation” doctrine in
relation to their due process claim. “To act ‘under color’ of law does not require that the accused
be an officer of the State,” it “is enough that he is a willful participant in joint activity with the
State or its agents.” Adickes v. S. H. Kress & Co., 398 U.S. 144, 152, 90 S.Ct. 1598, 26 L.Ed.2d
142 (1970) (citation omitted). As the Seventh Circuit recently explained, a “private person acts
under color of state law when she is a ‘willful participant in joint action with the State or its
agents,’” which requires “‘evidence of a concerted effort between a state actor and that
individual.’” L.P. v. Marian Catholic High Sch., 852 F.3d 690, 696 (7th Cir. 2017) (citation
omitted). More specifically, for “a private actor to act under color of state law he must have ‘had
a ‘meeting of the minds’ and thus reached an understanding’ with a state actor to deny plaintiffs
a constitutional right.” Wilson v. Warren Cnty., Ill., 830 F.3d 464, 468 (7th Cir. 2016) (quoting
Adickes, 398 U.S. at 158); see also Hallinan v. Fraternal Order of Police of Chicago Lodge No.
7, 570 F.3d 811, 815 (7th Cir. 2009) (“Private action can become state action when private actors
conspire or are jointly engaged with state actors to deprive a person of constitutional rights”);
Steigmann v. Democratic Party of Ill., 406 F. Supp. 2d 975, 990 (N.D. Ill. 2005) (“a plaintiff
must allege that a private party acted under color of state law by working in concert with the
state officials to deprive them of their constitutional rights”). Under this standard, Plaintiffs must
allege facts supporting a reasonable inference that there was “a meeting of the minds” between

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the private and public defendants to deny Plaintiffs’ constitutional rights. See Wilson, 830 F.3d
at 468.
Viewing the well-pleaded allegations as true and drawing all reasonable inferences in
Plaintiffs’ favor, in the April 2017 ruling, the Court concluded that Plaintiffs had not sufficiently
alleged that the Fox Defendants and any state actor had reached an understanding to deny the
juvenile detainees’ constitutional rights. Specifically, the Court noted that although Plaintiffs’
allegations suggested an agreement between the private and state actors that resulted in
restricting the juvenile detainees’ movement and access to certain JTDC’s facilities, Plaintiffs
failed to plausibly allege that the state and private actors had an agreement in relation to a shared
unconstitutional goal. See Iqbal, 556 U.S. at 679 (“Determining whether a complaint states a
plausible claim for relief” is “a context-specific task that requires the reviewing court to draw on
its judicial experience and common sense.”).
To remedy the deficiencies in their First Amended Complaint, Plaintiffs have added
allegations to support their argument that the Fox Defendants and the state actors had an
agreement to “impinge on others.” In particular, Plaintiffs state that before filming, the Fox
Defendants scouted the JTDC, after which a film crew of approximately 250 individuals took
over the JTDC’s second and third floors. (Second Am. Compl. ¶¶ 35-37.) Once the Fox
Defendants became aware of the JTDC’s needs for its detainees, Plaintiffs allege that the “Fox
Defendants were thus confronted with the problem that the facilities they desired were also
required for the education and rehabilitation of hundreds of children (and indeed provided the
space needed for the children to be able to leave their pods), yet would be worthless to the Fox
Defendants for filming unless the JTDC’s administrators excluded those same children from the

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facilities, which would be accomplished by confining them to their pods.” (Id. ¶ 30.) In
addition, Plaintiffs assert:
When confronted with this problem, the Fox Defendants could have found
another facility or built a set for the incarceration scenes they wanted to shoot.
They did neither. Instead, they sought to enter an agreement with the JTDC’s
administrators that they knew or were substantially certain would induce the
administrators to exclude the children from the JTDC’s second and third floors so
that Empire’s film crew could use those areas for staging and filming.
(Id. ¶ 31.)
Further, Plaintiffs maintain that to “induce the JTDC’s administrators to let Empire’s
crew use the education and rehabilitation facilities that were normally used by the children at the
JTDC, the Fox Defendants offered to pay a rental fee for the use of the JTDC.” (Id. ¶ 32.) Also,
Plaintiffs allege that the Fox Defendants offered to pay wages and overtime for JTDC staff to
leave their duties of facilitating the normal operation of the JTDC to work on the production of
the television show. (Id.) Plaintiffs further assert that the Fox Defendants’ offers were made on
the condition that the JTDC’s administrators would change the facility’s normal operations to
make the second and third floors available to television crew. (Id.) Based on these conditions,
Plaintiffs allege that all Defendants knew or were substantially certain that these conditions
“could only be accomplished by excluding from those areas the hundreds of children who
normally used them, and which, in turn, the Defendants knew or were substantially certain could
only be accomplished by confining the children to their pods.” (Id.) Plaintiffs further add that
the JTDC administrators accepted the Fox Defendants’ inducements and by “reaching this
agreement, the Defendants knew or were substantially certain that filming Empire at the JTDC
would result in the lockdowns and attendant restrictions on the children housed there.” (Id. ¶
33.)

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Based on these allegations, Plaintiffs argue that they have sufficiently alleged that the
Fox Defendants and state actors had an “illicit” agreement. Assuming these allegations support
the inference that an “illicit” agreement existed, to establish joint action liability under the law of
the Circuit, the parties must have more than an “illicit” agreement, they must reach an
understanding or agreement to deny a plaintiff’s constitutional rights – or at the very least – they
must share a common, unconstitutional goal. See Wilson, 830 F.3d at 468; Hallinan, 570 F.3d at
815; Thurman v. Vill. of Homewood, 446 F.3d 682, 687 (7th Cir. 2006); Proffitt v. Ridgway, 279
F.3d 503, 507 (7th Cir. 2002); see also Starnes v. Capital Cities Media, Inc., 39 F.3d 1394, 1397
(7th Cir. 1994) (“It is necessary to this charge that the “public and private actors share a common
and unconstitutional goal.”); Cunningham v. Southlake Ctr. for Mental Health, Inc., 924 F.2d
106, 107 (7th Cir. 1991) (“A requirement of the joint action charge ... is that both public and
private actors share a common, unconstitutional goal.”).
Construing Plaintiffs’ allegations and all reasonable inferences in their favor, they have
not plausibly alleged that the Fox Defendants and any state actor had an agreement to deny
Plaintiffs’ constitutional rights or that the Fox Defendants and a state actor had a common,
unconstitutional goal. See Iqbal, 556 U.S. at 678 (“The plausibility standard is not akin to a
‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted
unlawfully.”). Rather, Plaintiffs’ allegations suggest that the Fox Defendants were aware that
their desire to film Empire at the JTDC conflicted with the juvenile detainees’ needs. At best,
Plaintiffs have alleged that the Fox Defendants sought to enter into an agreement that would
induce the administrators to exclude children from the JTDC’s second and third floors and that
all of the Defendants knew that filming Empire would result in restrictions on the children.
Although the result of this alleged agreement may have deprived Plaintiffs of their constitutional

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rights, Plaintiffs’ allegations do not support the inference that the state and private actors shared
an unconstitutional goal in the first instance. See Stagman v. Ryan, 176 F.3d 986, 1003 (7th Cir.
1999) (“We have held that to establish joint action, a plaintiff must demonstrate that the public
and private actors shared a common, unconstitutional goal.”). The Court therefore grants
Defendants’ motion to dismiss Plaintiffs’ joint action liability claim as alleged in Count IV of the
Second Amended Complaint. Because the Court previously granted Plaintiffs leave to amend
this claim, the Court dismisses Count IV with prejudice.3
II.

Constitutional Conspiracy Claim – Count VI
Likewise, in Count VI, Plaintiffs seek to establish the Fox Defendants’ liability for the

alleged due process deprivations through a § 1983 conspiracy claim. The elements of a § 1983
conspiracy claim include that (1) the individuals reached an agreement to deprive a plaintiff of
his constitutional rights; and (2) overt acts in furtherance of the agreement actually deprived the
plaintiff of those constitutional rights. See Beaman v. Freesmeyer, 776 F.3d 500, 510 (7th Cir.
2015); see also Cooney v. Casady, 735 F.3d 514, 518 (7th Cir. 2013) (“The participants in the
conspiracy must share the general conspiratorial objective, but they need not know all the details
of the plan designed to achieve the objective or possess the same motives for desiring the
intended conspiratorial result.”) (citation omitted).
As with joint action liability, § 1983 conspiracy claims require that “the private
individual and a state official reached an understanding to deprive the plaintiff of her
constitutional rights.” Hanania v. Loren-Maltese, 212 F.3d 353, 356 (7th Cir. 2000); see also
Lewis v. Mills, 677 F.3d 324, 333 (7th Cir. 2012) (“a plaintiff must demonstrate that … a state
official and a private individual(s) reached an understanding to deprive the plaintiff of his

The Court distinguished Plaintiffs’ reliance on the “media cases” in the April 2017 ruling, and
thus will not repeat that discussion here. (R. 73, 4/20/17 Mem. Op. & Order, at 14.)

3

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constitutional rights”) (citation omitted). Here, Plaintiffs rely on the same arguments and
allegations that they made in support of their joint action liability claim. As with their joint
action allegations, Plaintiffs have not sufficiently alleged that the public and private actors in this
lawsuit reached an understanding or agreement to deny Plaintiffs’ constitutional rights. Again,
invoking the word “illicit” does not necessarily describe a shared, unconstitutional goal, and it is
well-established that vague allegations of a conspiracy between private and state actors do not
bring private actors within the scope of 42 U.S.C. § 1983. See Tom Beu Xiong v. Fischer, 787
F.3d 389, 398 (7th Cir. 2015). The Court therefore grants the Fox Defendants’ motion to dismiss
Count VI with prejudice.
III.

Tortious Inducement of Breach of Fiduciary Duty – Count VIII
In Count VIII, Plaintiffs allege that the Fox Defendants tortiously induced Defendant

Dixon and the Doe Defendants – the warden and guardians of the juvenile detainees – to breach
their fiduciary duty. “Under Illinois law, a party is liable for tortious inducement if a plaintiff
demonstrates that the defendant (1) colluded with a fiduciary in committing a breach; (2)
knowingly participated in or induced the breach of duty; and (3) knowingly accepted the benefits
resulting from that breach.” Borsellino v. Goldman Sachs Grp., Inc., 477 F.3d 502, 508 (7th Cir.
2007) (citing Regnery v. Meyers, 287 Ill. App. 3d 354, 364 (1st Dist. 1997)); see also Village of
Wheeling v. Stavros, 89 Ill. App. 3d 450, 454-55, (1st Dist. 1980).
As discussed in the Court’s April 2017 ruling, Plaintiffs sufficiently allege the first
element of their claim, namely, that the Fox Defendants “colluded” with the County Defendants
by acting together and that the Fox Defendants obtained significant assistance from the Cook
County Defendants in filming Empire. Further allegations supporting this element included that
the Fox Defendants deliberately encouraged the JTDC’s administrators and officials to

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improperly place the JTDC on lockdown during the filming of Empire. Also, Plaintiffs have
plausibly alleged the third element of their claim because the Fox Defendants received
commercial and economic benefits from the alleged breach. Nonetheless, the Court concluded
that Plaintiffs had failed to adequately allege the second element of their inducement claim
requiring a “third party’s inducement of, or knowing participation in a breach of duty[.]”
Wheeling, 89 Ill. App. 3d at 454.
In the present motion, the Fox Defendants argue that Plaintiffs have once again failed to
adequately allege that they knowingly participated with Defendant Dixon and the Doe
Defendants in breaching their fiduciary duties or that they induced the County Defendants to
breach their fiduciary duties. Despite the Fox Defendants’ arguments to the contrary, in their
new allegations, Plaintiffs add more factual details as to how the Fox Defendants induced the
breach of fiduciary duty. Plaintiffs, for example, allege that the Fox Defendants induced the
breach by offering to pay rent for the JTDC and wages and overtime for JTDC staff. (Second
Am. Compl. ¶ 32.) Plaintiffs further allege that the Fox Defendants made their offers on the
condition that the JTDC’s administrators would change the facility’s normal operations to make
the second and third floors of the JTDC available for filming of the television show. (Id.) In
addition, Plaintiffs state that the JTDC’s administrators accepted the Fox Defendants’
inducements, and the Fox Defendants reached an agreement with the County Defendants for
Empire’s film crew to film at the JTDC. (Id. ¶ 33.) Viewing these allegations and all reasonable
inferences as true, Plaintiffs have plausibly alleged that the Fox Defendants induced the County
Defendants to breach their fiduciary duty. See Iqbal, 556 U.S. at 678 (“A claim has facial
plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable

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inference that the defendant is liable for the misconduct alleged.”). As such, the Court denies the
Fox Defendants’ motion to dismiss Count VIII of the Second Amended Complaint.
IV.

State Law Conspiracy Claim – Count X
In Count X, Plaintiffs bring a state law conspiracy claim, which the Fox Defendants

move to dismiss. “Under Illinois tort law, a civil conspiracy requires ‘(1) an agreement between
two or more persons for the purpose of accomplishing either an unlawful purpose or a lawful
purpose by unlawful means; and (2) at least one tortious act by one of the co-conspirators in
furtherance of the agreement that caused an injury to the plaintiff.’” Turner v. Hirschbach Motor
Lines, 854 F.3d 926, 930 (7th Cir. 2017) (citation omitted); see also McClure v. Owens Corning
Fiberglas Corp., 188 Ill.2d 102, 133 (Ill. 1999) (“to state a claim for civil conspiracy, a plaintiff
must allege an agreement and a tortious act committed in furtherance of that agreement.”).
Plaintiffs have voluntarily dismissed their intentional infliction of emotional distress claim
against the Fox Defendants, therefore, their state law conspiracy claim against the Fox
Defendants is based on their alleged inducement of the County Defendants’ breach of fiduciary
duties.4
In the April 2017 ruling, the Court concluded Plaintiffs had failed to adequately allege
that Defendants had an unlawful agreement and that one of the co-conspirators had committed a
tortious act in furtherance of that agreement. See McClure, 188 Ill. 2d at 133 (“Civil conspiracy
is an intentional tort and requires proof that a defendant ‘knowingly and voluntarily participates
in a common scheme to commit an unlawful act or a lawful act in an unlawful manner.’”)
(citation omitted). Under the facts as alleged in the Second Amended Complaint, Plaintiffs have
4

Although a breach of fiduciary duty claim does not sound in tort, see Kinzer on Behalf of City
of Chicago v. City of Chicago, 128 Ill. 2d 437, 445 (Ill. 1989), tortious inducement of a breach of
fiduciary duty necessarily does. See Borsellino v. Goldman Sachs Grp., Inc., 477 F.3d 502, 508
(7th Cir. 2007).
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sufficiently alleged the second element of their Illinois civil conspiracy claim, namely, that the
Fox Defendants tortiously induced the County Defendants to breach their fiduciary duty.
Nonetheless, Plaintiffs’ allegations lack sufficient detail raising their right to relief above the
speculative level that the Fox Defendants and the County Defendants had an agreement “for the
purpose of accomplishing either an unlawful purpose or a lawful purpose by unlawful means.”
Indeed, although Plaintiffs adequately allege that the Fox Defendants induced the County
Defendants to breach their fiduciary duty, there are no allegations suggesting that the parties had
an agreement to unlawfully restrict the juvenile detainees. See id. at 133-34 (“Accidental,
inadvertent, or negligent participation in a common scheme does not amount to conspiracy.”).
The Court therefore grants the Fox Defendants’ motion to dismiss Plaintiffs’ Illinois civil
conspiracy claim with prejudice.
V.

Unjust Enrichment/Accounting Claim – Count XIII
Plaintiffs’ Second Amended Complaint also includes an unjust enrichment/accounting

claim in Count XIII. In Illinois, “[t]o state a cause of action based on a theory of unjust
enrichment, a plaintiff must allege that the defendant has unjustly retained a benefit to the
plaintiff’s detriment, and that defendant’s retention of the benefit violates the fundamental
principles of justice, equity, and good conscience.” Cleary v. Philip Morris Inc., 656 F.3d 511,
516 (7th Cir. 2011) (quoting HPI Health Care Servs., Inc. v. Mt. Vernon Hosp., Inc., 131 Ill.2d
145, 160 (1989)). As the Cleary decision observed, “it appears that the Illinois Supreme Court
recognizes unjust enrichment as an independent cause of action.” Id. at 516. Nevertheless, the
Cleary decision also noted that recent Illinois Appellate Court cases suggest the opposite. See id.
at 516-17. In recognizing these differences, the Seventh Circuit suggested “one way to make
sense of it” –

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Unjust enrichment is a common-law theory of recovery or restitution that arises
when the defendant is retaining a benefit to the plaintiff’s detriment, and this
retention is unjust. What makes the retention of the benefit unjust is often due to
some improper conduct by the defendant. And usually this improper conduct will
form the basis of another claim against the defendant in tort, contract, or statute.
So, if an unjust enrichment claim rests on the same improper conduct alleged in
another claim, then the unjust enrichment claim will be tied to this related claim –
and, of course, unjust enrichment will stand or fall with the related claim.
Id. at 517; see also Reid v. Unilever U.S., Inc., 964 F. Supp. 2d 893, 923 (N.D. Ill. 2013).
Another panel of the Seventh Circuit concluded that “[u]nder Illinois law, unjust
enrichment is not a separate cause of action,” but “‘[r]ather, it is a condition that may be brought
about by unlawful or improper conduct as defined by law, such as fraud, duress, or undue
influence, and may be redressed by a cause of action based upon that improper conduct.’” Pirelli
Armstrong Tire Corp. Retiree Med. Benefits Tr. v. Walgreen Co., 631 F.3d 436, 447 (7th Cir.
2011) (citation omitted). The Pirelli decision further explains, “[f]or example, a breach of a
contract, or of a fiduciary duty, might create a situation in which someone has retained a benefit
that ought to be disgorged based on principles of equity.” Id.; see also Devco v. T10 Meltel,
LLC, 237 F. Supp. 3d 804, 812 (N.D. Ill. 2017) (“a breach of a contract, or of a fiduciary duty,
might create a situation in which someone has retained a benefit that ought to be disgorged based
on principles of equity”).
At this stage of the proceedings, whether a claim for unjust enrichment can stand alone as
an independent claim or must have a predicate cause of action involving improper conduct does
not make or break Plaintiffs’ unjust enrichment claim. More specifically, as addressed above,
Plaintiffs have plausibly alleged the Fox Defendants’ conduct was improper, namely, that they
tortiously induced the County Defendants to breach their fiduciary duties. Moreover, Plaintiffs
have adequately alleged that the Fox Defendants economically benefitted from their improper
conduct in connection to the filming of Empire at the JTDC. Plaintiffs specifically allege that
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the “Fox Defendants profited from using the JTDC’s incarceration facilities as the primary set
for two highly profitable Empire episodes [because the] scenes shot at JTDC were featured
prominently in the first two episodes of Empire’s second season, in which advertisers paid
$750,000 per 30-second advertising spot in Episode 1, and $600,000 per 30-second spot in
Episode 2.” (Second Am. Compl. ¶ 57.) Furthermore, Plaintiffs assert that “the Fox Defendants
realized profits from Empire by broadcasting these episodes overseas, as well as licensing the
episodes, streaming them over the internet, and selling them for download.” (Id. ¶ 58.) Based on
these allegations and all reasonable inferences, Plaintiffs have plausibly alleged that the Fox
Defendants unjustly benefitted from their improper conduct to the detriment of Plaintiffs under
Iqbal and Twombly. As such, the Court denies the Fox Defendants’ motion to dismiss Count
XIII.
Dated: October 16, 2017
______________________________
AMY J. ST. EVE
United States District Court Judge

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