B. Lewis Productions, Inc. v. Angelou
United States District Court for the Southern District of New York
2005 WL 1138474 (S.D.N.Y. May 12, 2005)
B. Lewis Productions, Inc. (BLP) (plaintiff) and Maya Angelou (defendant) signed a “letter agreement” establishing a joint venture under which BLP would seek licensing agreements with greeting card companies for use of parts of Angelou’s literary works. The agreement stated that Angelou will “exclusively contribute original literary works (Property) to the Venture and BLP will seek to exploit the rights for publishing of said Property in all media forms including, but not limited to greeting cards, stationery and calendars, etc.” The agreement also stated that Angelou “will contribute, on an exclusive basis, original literary works to the Venture after consultations with and mutual agreement of Butch Lewis, who will be the managing partner of the Venture.” The agreement stated that BLP would supply all the necessary capital for the venture, and it specified how revenues would be divided. The agreement did not contain a provision for its duration, but contained the following clause: “This Agreement shall be binding upon the parties until a more formal detailed agreement is signed.” Pursuant to the agreement, BLP negotiated a licensing agreement with Hallmark Cards, Inc. (Hallmark). BLP presented the agreement to Angelou, but she had soured on the idea of working with BLP and did not sign the licensing agreement. In time, Angelou informed BLP that any business relationship they had was officially terminated. Subsequently, Angelou signed a separate licensing agreement with Hallmark, without the participation or influence of BLP. BLP brought suit against Angelou for breach of contract and breach of the duty of good faith and fair dealing. Angelou moved for summary judgment, claiming that no contract ever existed between her and BLP because the letter agreement was vague, indefinite, and lacking in essential terms.
Rule of Law
Holding and Reasoning (Mukasey, J.)
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