VFLA Eventco, LLC v. William Morris Endeavor Entertainment, LLC

VFLA Eventco, LLC (VFLA) (plaintiff) planned a music festival and paid $6 million in deposits to William Morris Endeavor Entertainment, LLC, and others (collectively, WME) (defendants) as the agents of Ellie Goulding, Kali Uchis, and Lizzo (the artists). The deposit secured the artists performing at the festival. As a result of COVID-19, VFLA canceled the festival. WME refused to refund the deposit, citing the force-majeure clause in its contract with VFLA. The clause’s first sentence defined force majeure as an event beyond the parties’ control that made performance “impossible, infeasible, or unsafe.” The second sentence excused performance if a force-majeure cancellation occurred. The third sentence contained an exception to the second sentence, stating that “if the Artist is otherwise ready, willing, and able to perform,” VFLA would pay WME. The third sentence also contained an exception to that exception, stating that VFLA would not pay WME if the cancellation was due to the artist’s death, illness, or injury. WME argued that the clause meant that if the artists were ready, willing, and able to perform but for the pandemic, it could keep the deposit. VFLA argued that the clause meant that the artists had to be ready, willing, and able to perform in spite of the pandemic for the exception to apply. VFLA sued WME for breach of contract. The trial court granted WME summary judgment. VFLA appealed.