Elvin Associates v. Franklin

735 F.Supp. 1177 (1990)

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Nature of the Case

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Facts

Ashton Springer, the principal of P began efforts to mount a Broadway musical production about the life and music of Mahalia Jackson. He wrote to Aretha Franklin (D) seeking her agreement to appear in the title role. D called Springer and expressed a strong interest in the production, and told Springer to contact her agents at the William Morris Agency. Springer spoke with Phil Citron and Katy Rothacker of that agency and in several conversations with the latter discussed the basic financial terms of D's engagement to appear. Near the end of February 1984, Rothacker called Springer and informed him that his final proposal was acceptable. Springer had already set about making the necessary arrangements to get the production going. He was in frequent consultation with D concerning artistic and production matters, although he negotiated the financial terms of the agreement strictly through her agents. During a conversation about rehearsal and performance dates, D indicated to Springer that there were no other conflicting engagements on her schedule, stating: 'This is what I am doing.' After consulting with D, Springer hired George Faison as director-choreographer. Springer and Faison flew to Detroit to meet with D to discuss various aspects of the production, including rehearsal and performance dates. D agreed on a tentative schedule that called for rehearsals to begin in April and performances to begin in May. Springer began negotiating limited partnership agreements with various investors to finance the production. He also began calling promoters and theaters in various cities in an effort to reserve dates for performances. He learned that D had recently canceled several performances, purportedly due to a newly acquired fear of flying. Springer spoke with Citron at William Morris and was told that the cancellations resulted from commitments made by prior agents for D without her approval, and reassured Springer that there was no such problem with his production. D reassured him that she wanted to do the show and that she would fly as necessary. D told Springer that she was uncomfortable traveling more than 200 miles per day by ground transportation but strongly assured him that she would overcome her fear of flying. Kramer, Springer's attorney, set up a meeting for March 23, 1984, for the purpose of finalizing the agreement. Present at the meeting on that date were Springer, Kramer, Citron, Rothacker, Greg Pulis (an attorney at William Morris), and Andrew Feinman (D's attorney). The basic financial terms that had been previously agreed upon in the Springer-Rothacker conversations were confirmed. D's team left the meeting room and shortly returned indicating that D had agreed to them. The only major issue left unresolved was the location for rehearsals. D wanted it in Detroit. Faison said it had to be New York. Kramer drafted a contract in the form of a letter to D. D's mandatory rider included the following term: 'This contract/agreement shall not be deemed valid until executed by ARTIST.' At the bottom of the rider was the admonition 'DO NOT DEVIATE.' Various changes were made in the successive drafts. All changes concerned relatively minor points. Springer made all of the arrangements necessary for rehearsals to begin. He had hired set, lighting, and costume designers, stage and technical crew, and had reserved dance studios. Springer was in frequent communication with D. As planned, rehearsals actually began on June 4 without D, and continued for several days. Franklin did not arrive in New York on June 7 and, indeed, never came to New York. Kramer was informed that D would not fly. Springer paid the cast through the end of that week, but then suspended the production. An attempt was made to revive the production with rehearsals in Detroit but that failed. D had never signed any of the written agreements. P sued D and D countersued. P asserted both a breach of contract and a right to recover under promissory estoppel.