Dreiling

I. BACKGROUND

InfoSpace (an online telephone directory) contacted AOL (an internet service provider) in late 1997 or early 1998 in an effort to harness AOL’s vast subscriber base to “drive more traffic to InfoSpace.” In August 1998, AOL and InfoSpace reached an agreement (the “Agreement”) to “promote and dis- tribute an interactive [web]site” on AOL called the “AOL White Pages.” The Agreement was scheduled to run for three years, with a one-year extension option. 11368 DREILING v. AMERICA ONLINE AOL employees negotiated the Agreement on AOL’s behalf. AOL also consulted its outside auditor, Ernst & Young, concerning accounting issues that arose during the negotiations. InfoSpace CEO Naveen Jain and General Coun- sel Ellen Alben represented InfoSpace in the negotiations. InfoSpace also consulted outside counsel and its outside audi- tor, Deloitte & Touche, throughout the negotiations.

AOL and InfoSpace entered the Agreement to combine AOL’s membership with InfoSpace’s directory assistance and resource library to “jointly operate the AOL White Pages.” AOL would promote and distribute the AOL White Pages website to its members. In return, InfoSpace would produce and…