Justia Contracts Opinion Summaries

These appeals stemmed from an opinion and order filed in March 2014 which: (1) granted summary judgment to Pandora on the issue of whether the consent decree governing the licensing activities of ASCAP unambiguously precludes partial withdrawals of public performance licensing rights and (2) set the rate for the Pandora-ASCAP license for the period of January 1, 2011 through December 31, 2015 at 1.85% of revenue. In this case, the partially withdrawn works at issue remain in the ASCAP repertory under the plain language of the consent decree. The court concluded that, since section VI of the decree provides for blanket licenses covering all works contained in the ASCAP repertory, it necessarily follows that the partial withdrawals do not affect the scope of Pandora's license. In regards to rate-setting, the court concluded that the district court did not commit clear error in its evaluation of the evidence or in its ultimate determination that a 1.85% rate was reasonable for the duration of the Pandora-ASCAP license. Further, the district court's legal determinations underlying the ultimate conclusion - including its rejection of various alternative benchmarks proffered by ASCAP - were sound. Accordingly, the court affirmed the district court's orders. View "Pandora Media v. American Society of Composers, Authors & Publishers" on Justia Law

VICI, a sports car racing team, sought T-Mobile’s sponsorship for the 2009-2011 Le Mans racing seasons. The companies entered into an agreement that required VICI to field one T-Mobile-sponsored racecar during the 2009 season and two during each of the 2010 and 2011 seasons and required VICI to display T- Mobile’s logo. The agreement provides that “VICI grants to [T-Mobile] the right to be the exclusive wireless carrier supplying wireless connectivity for the Porsche, Audi and VW telematics programs.” The Agreement had a force majeure clause, a severability clause, and a “Limitation of Liabilities.” VICI worked with T-Mobile to secure telematics business from VW, Audi, and Porsche. In July 2009, T-Mobile’s sponsored racecar sustained damage from an accident and was not able to race while undergoing repairs. On January 5, 2010, VICI sent a notice of default, indicating that T-Mobile had failed to pay $7 million due under the agreement. On January 7, T-Mobile sent a letter terminating the Agreement, stating that VICI made a material representation that VICI had authority to bind Audi, VW and that VICI failed, without justification or notice, to race at a key event where T-Mobile hosted business guests. The district court awarded VICI $7 million in damages. The Third Circuit affirmed the award of $7, but vacated with regard to VICI’s damages resulting from T- Mobile’s failure to make the 2011 payment. On remand, the court should consider an award of attorney’s fees to VICI in light of its reassessment of the 2011 damages issue. View "VICI Racing LLC v. T-Mobile USA Inc." on Justia Law

Michael Queen, an NBC Employee, claimed an entitlement to a portion of Ed Schultz's income from the "The Ed Show" on MSNBC based on their alleged agreement to co-develop a show. Queen sued Schultz in district court, and Schultz counterclaimed against Queen for fraud, slander, and liable. On cross-motions for summary judgment, the district court ruled that neither Queen nor Schultz was liable to the other for anything. Queen appealed. The court concluded that the district court correctly granted summary judgment to Schultz on Queen's claim that he, Max Schindler, and Schultz entered into an enforceable contract to divide the profits from a potential television show 50/25/25. However, the court concluded that there existed a genuine issue of material fact as to whether Queen and Schultz formed a partnership to develop a television show and, if so, whether Schultz was liable to Queen for breach of partnership duties. Therefore, the court reversed that portion of the district court's judgment and remanded to enable Queen to present his partnership theory to a jury. View "Queen v. Schultz" on Justia Law

The issue this case presented to the Supreme Court started from an agreement between Respondents, the University of South Carolina and the University Gamecock Club, and Appellant George M. Lee, III. In exchange for Appellant purchasing a $100,000 life insurance policy and naming the University the sole, irrevocable beneficiary of the policy, Appellant was given the "opportunity to purchase tickets" for his lifetime to University football and basketball games. Years later, the University instituted a program that required all Gamecock Club members, including Appellant, to pay a seat license fee as a prerequisite for purchasing season tickets. Believing that the University could not require him to pay additional consideration for the opportunity to purchase tickets without violating the agreement, Appellant brought a declaratory judgment action. The trial court entered judgment for the University and the Gamecock Club, finding that Appellant was not deprived of the opportunity to purchase season tickets when the University instituted the seat license fees. The Supreme Court reversed: the Agreement unambiguously prohibited the University from requiring Lee to pay the seat license fee as a prerequisite for the opportunity to purchase tickets pursuant to the Agreement. View "Lee v. University of South Carolina" on Justia Law

Bristol Bay Productions, LLC brought claims against author Clive Cussler in California for fraud based on allegations that he had misrepresented his readership numbers. Bristol Bay alleged Cussler told it he had sold over 100 million books when the figure was, in fact, closer to 40 million. According to Bristol Bay, it reasonably relied on those numbers when it purchased the film rights to Cussler's books and produced an ultimately unsuccessful movie based on one of them (Sahara), with resulting damages of more than $50 million. In a special verdict, a California jury found Cussler misrepresented his readership figures and that Bristol Bay reasonably relied on those misrepresentations, but that Bristol Bay's reliance on those misrepresentations did not cause its damages. Bristol Bay also sued Cussler's literary agent and publishers for fraud in Colorado based on the same allegations asserted in the California suit. Following Bristol Bay's unsuccessful appeal of the California action, the trial court dismissed Bristol Bay's Colorado action on issue preclusion grounds for failing to state a claim. The court of appeals affirmed. Bristol Bay appealed the Colorado courts' dismissal. After review, the Colorado Supreme Court concluded Bristol Bay's Colorado action was indeed barred on issue preclusion grounds. However, the Colorado Court held the trial court erred by dismissing Bristol Bay's Colorado action without converting the defendants' motion to dismiss into a motion for summary judgment. View "Bristol Bay Prods., LLC v. Lampack" on Justia Law

This case concerned the 2011 NFL lockout. Active NFL players filed a class action suit (Brady suit) against the NFL, alleging violations of the federal antitrust laws and other claims. Retired NFL players also filed suit against the NFL and its teams, alleging antitrust violations (Eller I suit). After both actions were consolidated, the Brady suit was settled, the players re-designated the NFLPA as their collective bargaining agent, the NFL and NFLPA signed a new collective bargaining agreement (CBA) incorporating the settlement terms, the Brady plaintiffs dismissed their action, the lockout ended, and the 2011 NFL season commenced. Carl Eller and other retired NFL players (plaintiffs) then filed this class action (Eller II) against the NFLPA and others. The district court granted defendants' motion to dismiss and plaintiffs appealed, alleging claims for intentional interference with prospective economic advantage under Minnesota law. The court concluded that no reasonable jury could find that plaintiffs had a reasonable expectation of a prospective separate contractual relation with the NFL that would provide more than the increased benefits provided in the 2011 CBA. Even if plaintiffs alleged a reasonable expectation of prospective contractual relations or economic advantage with the NFL, plaintiffs failed to allege facts proving that defendants improperly or wrongfully interfered with these advantageous prospects. Accordingly, the court affirmed the judgment of the district court. View "Eller, et al. v. NFL Players Assoc., et al." on Justia Law

Defendants, the children of the late Jack Kirby, one of the most influential comic book artists of all time, appealed the district court's grant of summary judgment to Marvel. This case concerned the property rights in 262 works published by Marvel between 1958-1963. After defendants served various Marvel entities with Termination Notices purporting to exercise statutory termination rights under section 304(c)(2) of the Copyright Act of 1976, 17 U.S.C. 304, Marvel filed suit seeking a declaration that defendants have no termination rights under section 304(c)(2). The court concluded that the district court lacked personal jurisdiction over Lisa and Neal Kirby and, therefore, vacated the district court's judgment against them; Lisa and Neal are not indispensable parties and it was appropriate for the action against Barbara and Susan Kirby to have proceeded on its merits; the district court did not err in determining as a matter of law that the works at issue were "made for hire," made at Marvel's instance and expense, and that the parties had no agreement to the contrary; and the district court properly granted Marvel's motion for summary judgment as to Susan and Barbara, who were without termination rights under section 304(c). View "Marvel Characters, Inc. v. Kirby" on Justia Law

Fox filed suit against Dish Network for copyright infringement and breach of contract, seeking a preliminary injunction. At issue were two Dish products: (1) "PrimeTime Anytime," which allowed a cable subscriber to set a single timer to record any and all primetime programming on four major networks; and (2) "AutoHop," which allowed users to automatically skip commercials. The court held that the district court did not abuse its discretion in holding that Fox did not establish a likelihood of success on its direct infringement claim. In this case, Dish's PrimeTime Anytime program created the copied program only in response to the user's command and the district court did not err in concluding that the user, not Dish, made the copy. Operating a system used to make copies at the user's command did not mean that the system operator, rather than the user, caused copies to be made. Although Fox established a prima facie case of direct infringement by Dish customers, Dish met its burden of demonstrating that it was likely to succeed on its affirmative defense that its customers' copying was a "fair use." Accordingly, the district court did not abuse its discretion in concluding that Fox was unlikely to succeed on its claim of secondary infringement. Applying a very deferential standard of review, the court concluded that the district court did not abuse its discretion in denying a preliminary injunction based on alleged contract breaches. Finally, even if Fox was likely to succeed on its claims that Dish directly infringed Fox's copyrights and breached the no-copying clause of the contract at issue by making "quality assurance" copies, the court agreed with the district court that Fox did not demonstrate a likelihood of irreparable harm resulting from these copies. Therefore, the court affirmed the judgment of the district court. View "Fox Broadcasting Co. v. Dish Network" on Justia Law

In 2004, Harmon contracted to provide Chicago Bulls rookie Gordon with financial and consulting services for the “duration of [his] playing career,” but outlining a compensation arrangement only for the length of Gordon’s rookie contract with the Bulls, which ended in 2008. In 2007, Gordon became dissatisfied with Harmon’s services, based in part on what he viewed to be a breach of a fiduciary duty relating to a bad investment, and prematurely terminated the agreement. Gordon sued first, claiming Harmon had breached a promissory note between the parties and had breached his fiduciary duties. Harmon asserted counterclaims for breach of the agreement and tortious interference with prospective business advantage. The district court dismissed Harmon’s counterclaims. Harmon refiled his breach of contract claim in Illinois state court and also alleged malicious prosecution, abuse of process, and tortious interference with prospective business advantage. After Gordon removed the case to federal court, the district court ruled in favor of Gordon, concluding that the parties had intended their agreement to last only for the length of Gordon’s rookie contract. The Seventh Circuit affirmed. View "Harmon v. Gordon" on Justia Law

Remark produced a distinctive series of television commercials for radio stations known as the “remarkable mouth” or “hot lips” commercials. The U.S. Copyright Office issued a copyright for a version of this commercial in 1980. The original holder of the copyright assigned it to Remark, which registered it with the Copyright Office in 2002. WADL, a Detroit television station, broadcast two commercials that resemble the copyright. After the commercials aired, Remark sent a cease-and-desist letter to the producer, Adell. After some negotiation, the parties agreed that $50,000 would settle Remark’s claims. Remark drafted an agreement, and Adell produced a revised version. Remark’s counsel e-mailed Adell’s counsel saying that Remark agreed to the changes. Adell forwarded a final version. Remark signed and returned the originals, but Adell never signed the agreement. It instead retained new counsel and for the first time balked at the $50,000 figure, offering to settle for a more “reasonable” amount. Remark filed suit. The district court granted Remark summary judgment but denied its request for attorney’s fees. The Sixth Circuit affirmed. View "Remark, LLC v. Adell Broad. Corp." on Justia Law