B. Lewis Productions, Inc. v. Angelou

2005 U.S. Dist. Lexis 9032 (2005)

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Nature of the Case

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Facts

P sued D for breach of contract and breach of the duty of good faith and fair dealing. P sued D1 for tortious interference with P's alleged contract with D. As an alternative to its breach of contract claim against D, P asserted a quantum meruit claim for services P performed in D's interest for which P was not compensated. Ds moved for summary judgment. The court dismissed the complaint in 2003, granting summary judgment in favor of Ds on the ground that no joint venture or exclusive agency arrangement between P and D existed. The Second Circuit affirmed the holding that no joint venture or exclusive agency agreement had been created but remanded the case to consider whether a simple bilateral contract between the parties had been created, and whether, even absent a bilateral contract, P was entitled to a quantum meruit recovery. P and D became acquainted in early 1994 when D visited Mike Tyson at an Indiana prison. P and D discussed how she might reach a broader base of readers by publishing her works in greeting cards. Several months later, P and D met to discuss a potential collaboration. Eventually, they signed a 'letter agreement' that established what the letter called a 'Joint Venture' to publish D's writings in greeting cards and other media forms. The letter agreement, dated November 22, 1994 and signed by both parties. P was to contribute all the capital necessary to fund the operation of the Venture. D was to contribute, on an exclusive basis, original literary works to the Venture after consultations. P was to be the managing partner of the Venture. The Venture owned the copyrights to all of D's contributions to the Venture to be returned in five years if they produced no income. P began to market D's work to Hallmark and several other greeting card companies. When D1 asked P for confirmation that he was indeed authorized to act on D's behalf, on June 19, 1996, P sent D1 a letter signed by P. It confirmed that P has the exclusive right to represent D for the exploitation of her work product in the area of greeting cards, stationery, calendars, etc. After extended negotiations, D1 sent P a license agreement for the use of Angelou's future exclusive works, which would have paid her and P 9% of gross revenues from sales of licensed products, with a $50,000 advance payment and a guaranteed minimum $100,000 in royalties. In March 1997, P and D encountered one another at an event in Las Vegas, where D saw P, who is black, punctuate a conversation with white people by grabbing his crotch. This made D very upset, and D claims that she told him that the 'venture' between them was off and that she no longer wanted to work with him. P denies that D made any such comment at the time. When P forwarded the Hallmark license agreement, she did not sign it, and later told her literary agent Helen Brann to 'start putting a little cold water on the prospect of this deal with Hallmark.' Brann sent a letter to P on May 5, 1997, informing him 'that it is not going to work out now for Dr. Maya Angelou to make any deal with Hallmark Cards.' She cited D's commitment to Random House as the publisher of all of D's 'major work' as a reason for not proceeding with Hallmark. P claims that at a later meeting in 1997, D told him that she would sign the licensing agreement with D1 'after the New Year,' and that in February 1998, she told him she was planning to sign the agreement 'as soon as she [got] everything off her table.' D did not sign. D1 executives eventually concluded that the collaboration was 'dead.' D1 wrote D directly. D replied that she was not interested in entering into an agreement with D1 at that time. A year later D and D1 met for lunch and decided to do a deal. D sent a letter to P stating that 'any business relationship that you may have had or contemplated pursuant to a letter dated November 22, 1994, from you to Dr. Angelou, has been terminated.' P claims that he never received this letter and that as far as he was concerned, the November 1994 letter agreement was still in force in 1999. On June 28, 2000, Ds signed a licensing agreement which featured a sliding royalty scale based on net revenues, guaranteed Angelou a minimum payment of $2 million, and gave her a $1 million advance. In her motion for summary judgment, D claims that as a matter of law, no bilateral contract existed between her and P because the Agreement was vague, indefinite, and lacking in essential terms.