May v. Wat

822 F.2d 896 (9th Cir. 1987)

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Nature of the Case

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Facts

P, a well-known designer of homes, entered into a contract with Ring Brothers, an experienced developer, to design a residential condominium complex. The contract contained an 'artistic veto' clause: 'You [Ring Brothers] will permit no design changes to be made by any person including the contractor, architect, interior designer, decorator or landscape architect in the plan drawings, and specifications without the prior written approval of Cliff May.' During the construction, P protested to Ring Brothers and its new partner, D, that the project was not progressing in accordance with his design plans. He complained that the project's appearance did not accurately reflect the contents of his plans or do credit to his unique talents. P filed a complaint in the district court alleging breach of contract, fraud, and tortious breach of contract. He also claimed violation of the Lanham Act, 15 U.S.C. § 1125(a) (1982), and the Copyright Act, 17 U.S.C. §§ 101-810 (1982). He requested damages and equitable relief. D moved for directed verdicts on all counts. The court granted the motion except on the breach of contract claim. The judge instructed the jurors that were they to conclude that the contract required Ds to build the physical buildings in conformity with P's designs and specifications and that Ds had not done so, they were to find Ds in breach of contract. He submitted instructions to the jury on compensatory damages. P requested instructions on rescission of contract and quantum meruit recovery. The judge rejected the proposed instructions. Instead, the court instructed the jury that P would be entitled to no more in damages than the payments he would have obtained had Ds fully performed their contractual obligations. The jury awarded P the balance due. The court ordered Ds not to use P's name in connection with promotion of the project. Ds were permitted to respond to inquiries regarding the project's design by stating that it had been designed originally by P, but that he was no longer associated with it. Ds could continue to use P's original designs to complete the project.