Foxcroft Productions, Inc. v. Universal City Studios LLC

William Link and Richard Levinson (the writers) (plaintiffs) wrote a play about a detective named Columbo. In 1971, the writers entered into a contract with Universal City Studios, LLC (Universal) (defendant) to develop and produce a television series based on Columbo. This contract stated that the Columbo project would “be considered a series,” referred to “all photoplays of the series,” and stated that the writers were agreeing to write “episodic photoplays for [the] series.” The contract also referred to a movie as a “feature-length photoplay” and referred to a pilot episode as a “pilot photoplay.” In addition to other compensation terms, the contract provided that the writers would get a specified portion of the project’s net profits. The contract further stated that Universal was authorized to distribute all “photoplays,” Universal would earn distribution fees for this work at its standard rates, and the show’s net-profit amount would be reduced by this expense. Because distribution fees reduced net profits, higher fees meant lower payments to the writers. In 2017, the writers’ production companies, Foxcroft Productions, Inc., and Fairmount Productions, Inc. (plaintiffs), sued Universal for breach of contract, alleging it had undercalculated net profits. The dispute turned on the contract’s use of the term “photoplays” in the distribution section. Universal argued that the term meant any video recorded program, including all Columbo episodes. In contrast, the writers argued the term was ambiguous and should be construed against Universal, the drafter, to exclude television episodes. Initially, the superior court let a jury define the term photoplays, and the jury found for the writers. The court later reconsidered and ruled that the interpretation of this term was a legal matter for the court, not a factual matter for the jury. The court found that, given the term’s usage in other places in the contract, the only possible reasonable definition of photoplays was any video recorded program. The court vacated the judgment for the writers and ordered a new trial under this definition. The writers appealed to the California Court of Appeal.