ContractsProf Blog

Kill Lancome!

Uma Thurman is mad.  In fact, I haven't seen her this mad since Michael Madsen shot her in the chest, took her samurai sword and buried her alive.  She is no longer mad at Bill.  No, no, that's all in the past.  Now, she is mad at Lancome, according to the Wall Street Journal, because she alleges that the French cosmetics corporation is continuing to use her image to promote its products after the expiration of a licensing agreement.  Fans of movie stars, cosmetics and litigation can find the complaint here. 

The WSJ notes that Lancome has filed its own suit against Thurman, apparently claiming that, under the licensing agreement, it is not subject to liability for third-party use of Thurman's image .  Lancome issued a statement on Friday in which it said that it would not comment on on-going litigation but claimed that "The use of Ms. Thurman's image after her contract expired, however minor, was neither deliberate nor intentional."  Uh huh.  Sounds like the pot was already broken when they borrowed it.

[Jeremy Telman]

People Is Stoopid: $5 Million Baby Pictures

Question: What kind of person would expose her children to ruthless paparazzi just in order to make a few bucks? 

Answer: The kind of person who doesn't need the money in the first place.

Today's New York Times reports that People Magazine paid $5 million for the first public pictures of J-Lo (pictured) and her newborn twins, so that you can see the same picture for free here.

One interesting thing about this agreement: In the New York Times article, it seems quite clear that the publishers cannot justify the prices they have been paying for baby pictures, which now frequently exceed $1 million. The Times quotes industry executives as saying that "the most important factors are impossible to measure: the value of being known as the place to go for those pictures, and of keeping them out of a competitor’s hands."  It gets clearer still:

Larry Hackett, People’s editor, said, “Last year, we lost a couple of weddings because OK! magazine was willing to spend more money than we thought made sense.” If that sort of thing becomes common, he said, “they’re going to get traction, and I don’t want any competitor to get traction where I can stop it.”

This kind of comment falls into a pattern of grossly inflated contracts that benefit the ultra-rich, something this blog has commented on before.  These contracts are not subject to rational defenses.  People is now pretty much admitting that it pays more for these photos than "makes sense."  The competition, OK!, has yet to make a profit.  The high prices are motivated by fear of the competition, which creates a feeding-frenzy dynamic in the bidding and defies conventional market logic.

[Jeremy Telman]

"Greed Is Good" Guy Sued

As TMZ.com puts it, "A guy that once starred in a movie with Michael Douglas, then became his business partner, is suing the Oscar winner, claiming he got screwed out of millions."  Now that's good reporting.  Want to know the details?  Well, TMZ says it's complicated but provides a link to the complaint, which alleges six causes of action including breach of contract and inducement to breach of contract, against Douglas and other individuals and business entities.

Plaintiff, Howard Zuker, aka Zack Norman, sues on his own behalf and derivatively on behalf of an LLC in which he has a 20% stake.  Plaintiff alleges that he managed the LLC while also active as a producer of Hollywood films.  The LLC's main asset seems to be a library of "owned or managed intellectual property rights."  Plainitff alleges that Michael Douglas prevented the LLC from advertising its existence, making it harder for the LLC to attract potential users of its assets.  Still, as of January 31, 2008, the complaint alleges that the LLC was involved in 31 active projects.

The complaint also relates the close personal relationship between plaintiff and Douglas.  According to TMZ, Douglas is plaintiff's former "BFF," but the complaint does not go that far.  It merely alleges that Douglas was kind to plaintiff and loaned him a lot of money.  The LLC was created to purchase a company that held the assets that are now the primary asset of the LLC.  According to the complaint, Douglas originally promised to put up half the capital necessary for that purchase but in the end put up much less, and the LLC was thus perpetually short of working capital.

Plaintiff alleges that he and Douglas created a joint venture agreement around January 2000 whereby the LLC would repay Douglas the loan he made at its founding plus 8% interest.  After that loan was repaid, the partners would share profits from the venture on a 50/50 basis.  But the complaint also alleges that Douglas made further loans to the LLC from 2001 to 2003 and that other parties who promised to provide capital did not perform.

Between 2002 and January 2006, plaintiff worked to created a new funding vehicle for the LLC, the AEHC Film Fund.  Plaintiff was supposed to receive a $1 million bonus for putting together the Film Fund, and he borrowed money from a banker (Baker) involved in the deal in order to tide him over until the work was completed.  In March 2006, according to the complaint, Douglas sent Plaintiff a new plan for the Film Fund, which was now renamed.  Under the new plan, the LLC's stake in the Film Fund would drop from 50% to 4%, with the remaining stakes going to film production companies controlled by Douglas and his wife. and the LLC would transfer its assets to a new entity, Granite-Glass, L.P. controlled by Douglas and Baker.  Recently, the LLC has stopped paying plaintiff his salary as manager and has refused to reimburse his business expenses.

Unfortunately, the complaint fails to allege that in pitching the new Film Fund to potential investors, Michael Douglas gave a rousing speech about the benefits of greed.

Plaintiff's main claim is for breach of fiduciary duty.  He seeks lost wages and the $1 million bonus he would have made for putting together the Film Fund.  He also seeks unspecified damages for harm done to the LLC.  Plaintiff's breach of contract claim is against the LLC, alleging that he is owed a part of his annual $192,000 salary as manager of the LLC.  Plaintiff names Baker as responsible for inducing the breach.

[Jeremy Telman]

There's No Crying in Baseball Contracting

Portfolio.com reports here on the death of mega-contracts in baseball.  Yes, we're thinking of you, Troy Tulowitzki (pictured), and also of Evan Longoria.  These are two young baseball players who signed rich but not jaw-dropping contracts with their teams either as rookies or after one year. 

This blog has suggested elsewhere that agreeing to pay any 42-year-old player nearly $30 million a year might be irrational.  Portfolio.com suggests the same, as the average player peaks at age 26.  Rational ball clubs thus offer reasonable multi-year contracts to very young players with huge potential, hoping to avoid having to pay them eye-popping contracts for post-prime years.

But nobody will walk away from the negotiating table crying.  Mr. Longoria negotiated a deal that will pay him $17.5 million over the next six years.  At the time he signed, he had played six games in the major leagues.  Tulowitzki will get over $5 million a year over a six-year period, but he had already proved himself last year as a rookie.  These contracts may seem rich, but with what you pay Tulowitzki to play every day for a full season you can barely get Roger Clemens to sit on the bench four games out of five for a month.

[Jeremy Telman]

The Future of CBS News: Lame Duck or Albatross?

All glory is fleeting.  When CBS News hired Katie Couric a year and a half ago, the move represented a clear break with its past. Couric was sure to bring CBS into the 21st century by completing the People Magazinfication of the evening news. And CBS paid big time, entering into a five-year $75 million contract with Couric. 

Now, as those clever headline writers at the New York Daily News report, CBS recognizes that the contract was a "Kat-astrophe."  CBS News is mired in third place, where it was before Couric arrived.  While all involved are denying rumors of Couric's imminent departure, the smart money indicates she will be gone before the next presidential inauguration.

The New York Times suggests that CBS's problems are broader than its ties with Kouric.  Given the rise of the 24-hour news networks, the traditional network news divisions may no longer be able to compete.  ABC News has clearly given up on breaking news.  Meanwhile, the Times reports that CBS is rumored to be talking of a partnership with CNN.

[Jeremy Telman]

CBS News Haunted by Its Past: The Dan Rather Suit

Dan Rather (pictured) sued his former employer last September.  Yesterday, most reports suggested that CBS won something of a victory, with headlines such as "Dan Rather's CBS Lawsuit Loses Some Steam,"  "Court Dismisses Majority Of Claims In Dan Rather's Lawsuit Against CBS" and "Judge Dismisses Bulk of Dan Rather's Suit vs. CBS." In its web edition the New York Times offered a more measured headline, "Parts of Rather's Suit Against CBS Dismissed," but in the print edition, schadenfreude apparently won the day, as the headline reads "CBS Is Denied a Move To Dismiss Rather's Suit."

As you may recall, the former CBS anchor was fired for attempting to engage in journalism.  Yesterday, New York State Supreme Court Justice, Ira Gammerman, set aside Mr. Rather's claims against individual defendants such as Sumner Redstone and Leslie Moonves, but left in tact Mr. Rather's breach of contract claim against CBS.  Mr. Rather alleges that CBS breached its contract with him by effectively marginalizing him for more than a year after he departed from the evening news.  Mr. Rather's fraud claim against CBS was dismissed.

I suspect that Justice Gammerman let Sumner Redstone off because of his competitive streak.  Gammerman has been around forever and doesn't like his longevity to be upstaged.  Gammerman well remembers the Roosevelt administration but Sumner Redstone well remembers the Lincoln administration.

[Jeremy Telman] 

Trek Sues to End Contract with Greg LeMond

At left is Greg LeMond (in the yellow jersey) poised to win his third Tour de France.  In 1986, LeMond became the first American to win cycling's most celebrated race.  In 1987, he was nearly killed in a hunting accident.  He and the 37 shotgun pellets still in his body, including two imbedding in the lining of his heart, returned to racing and won the Tour again in 1989 and 1990.  Needless to say, he is a great hero to American cycling fans, and unlike the strangely omnipotent Lance Armstrong, LeMond was appreciated by European fans as well. 

Greg LeMond was one of the first riders to speak out against doping in the sport.  You would think that any company associated with the sport would kill to have such a distinguished and squeaky clean spokesperson.  Yet, as the AP reports, bicycle-maker Trek is suing for permission to breach its endorsement contract with LeMond.  Apparently, the estrangement between LeMond and Trek is a product of his anti-doping comments, including comments directed at Armstrong, who is reported to have close ties to Trek.

According to the AP, Trek president John Burke accused LeMond of reneging on a promise to curb "his comments about doping in cycling to focus on the brand." Burke claims that LeMond continued to speak out against doping and that LeMond's comments resulted in a decline in sales in the brand.  Hmmm. I wonder what could have hurt the brand:

a. The fact that doping scandals have ruined the last two Tours and are threatening to keep the top team out of this year's race;

b. The entry of new manufacturers into the high-end bicycle market; or

c. Greg LeMond's principled stand against doping in competitive cycling.

[Jeremy Telman]

Jay-Z in $150 Million Contract with Live Nation

As this blog has previously reported, the music industry is being forced to move away from its reliance on a revenue stream coming from the sale of records LPs CDs well, let's just say the music industry is moving away from reliance on a revenue stream coming from the sale of music.  What then will the future of the industry look like?  (Look to the left for a sneak peek.)

Today's New York Times reports that Rapper "Jay-Z plans to depart his longtime record label, Def Jam, for a roughly $150 million package with the concert giant Live Nation that includes financing for his own entertainment venture, in addition to recordings and tours for the next decade."

The Times provides the following details of the arrangement:

The overall package for Jay-Z also includes an upfront payment of $25 million, a general advance of $25 million that includes fees for his current tour, and advance payment of $10 million an album for a minimum of three albums during the deal’s 10-year term, these people said. A series of other payments adding up to about $20 million is included in exchange for certain publishing, licensing and other rights.

Given his earlier forays into clothing and nighclubs, Jay-Z is just the man to move the music industry beyond music.  But Live Nation also includes in its stable other pioneers of the music industry, such as Madonna and U-2, who recognized long ago that a multi-faceted resume is what separates them from, say, the Bay City Rollers.

[Jeremy Telman]

Bloggers Sued for Breach of Contract

The Law Professors Blog Network (LPBN) is suing bloggers Franklin G. Snyder (left, top) and Keith A. Rowley (left, bottom) for breach of contract in connection with their blogging activities on the Commercial Law blog, allegedly in breach of contractual provisions committing both contracts professors to devote "their full time and skill exclusively to the ContractsProfs Blog."  According to the complaint, although Snyder and Rowley are listed as Blog Editor and Contributing Editor respectively of the ContractsProfs Blog, they have joined "a ragtag crew of renegades seeking to undermine the LPBN's dominance in law prof blogging, promote communism and end civilization as we know it."  Rowley is listed as a "Contributor" on the Commercial Law Blog; Snyder is listed as a "Guest." 

Reached for comment at his vacation home on a private island, Professor Rowley argued that his agreement with LPBN came in the form of a click-wrap contract, the terms of which he never read.  "Who does?" he queried. 

Snyder, reached at his new offices in Texarkana, responded to the lawsuit as follows, "Look, just because I'm a guest, doesn't mean I'm a welcome one.  Besides, -- STRIKE?!? HOW CAN YOU CALL THAT A STRIKE?!?  IT WAS THREE FEET OVER HIS HEAD!"

[The Editors}

Ted Nugent Update

As we previously reported, a Michigan appellate court awarded Ted Nugent $60,000 in contract damages after the Muskegon Summer Celebration (MSC) retracted an invitation to Mr. Nugent to perform at the Celebration in 2003. 

Last week, MLive.com reported that, after a dispute over whether or not the judgment had actually been paid, MSC's attorneys filed a motion asking the judge to enter a satisfaction of judgment, since Nugent's attorney had not done so.  Perhaps, Nugent and his attorneys were paralyzed.  Or maybe it was just a case of cat scratch fever.  In any case, apparently hoping to avoid a legal free for all or another trip to the dog eat dog world of litigation in the state where one might find the Motor City madhouse Nugent's attorneys apparently released their stranglehold on the satisfaction of judgment and permitted the litigation to be terminated.

[Jeremy Telman]

Is A-Rod's Contract Rational?

Congratulations to Alex Rodriguez (left) on his third MVP award.  It is well-deserved. 

According to press reports, Rodriguez has quipped that he and the New York Yankees are in the "bottom of the fifth inning" in their negotiations on his new contract, which is reported to be a 10-year, $275 million deal.  Huh?  Ten years?!?  Rodriguez is the best, no doubt about that, but he just completed his 14th season.  He's 32.  Will even the Yankees want to be paying A-Rod $27.5 million when he is 42, or even 39?  Don't the Yankees really need pitching and can they afford to get it if they're saddled with obligations to A-Rod?  And will anybody want A-Rod in New York if he can't deliver a title?  And unless A-Rod can alternate between 98-mph fastballs and knee-buckling curveballs, I don't see any deliveries heading towards the Bronx.

I suspect that there are many things that I do not understand about such contract negotiations.  The main thing I don't understand is why the Cubs are not trying to grab A-Rod.  Even I can easily understand what it would do for the Cubs' line-up if A-Rod joined the Cubs: Soriano, Any Shmoe Who Can Hit .280, D. Lee, A-Rod, Aramis Ramirez, etc.  That's a scary line-up.  But the Cubs have said they are not interested in A-Rod because they like Ramirez at third.  But can't A-Rod also play short?  I'm just asking. . . .  Are the Cubs really saying that they can't make room on their roster for a three-time MVP and future Hall-of-Famer because they're building their middle infield around Ryan Theriot?

The other thing I don't understand is why the Yankees are offering A-Rod $275 over ten years when no other team seems ready to offer A-Rod a deal anything like that.  The San Francisco Giants have stated that signing A-Rod would be "a reach."  It seems like the only other team seriously interested is the Angels, and I haven't seen any reports about the Angels throwing the kind of money at A-Rod that the Yankees are talking about.  The Red Sox have been conspicuously absent from all the A-Rod talk, so against whom are the Yankees actually bidding?

[Jeremy Telman]

Show Me the Euros!

According to press reports, supermodel Gisele Bundchen, pictured near left, is demanding to be paid in Euros rather than in U.S. currency.  According to Bloomberg, Bundchen is making this demand so that she can "remain the world's richest model" and she is insisting on payment in Euros even in a new contract entered into with Cincinnati-based Proctor & Gamble.

Inspired by her example, and by my desire to remain (well, become actually, but let's not quibble) the world's richest contracts law professor, I demanded that I be paid in Euros beginning in the next academic year.  Dean Jay Conison, pictured far left, was unmoved.  "Jeremy," he said, "I know Gisele Bundchen.  Gisele Bundchen is a friend of mine.  You're no Gisele Bundchen.  And please stop vogueing."

This isn't over, Conison!

[Jeremy Telman]

Rap Bet / Offer / Contract?

In the past, we've seen some interesting contracts questions that arise out of the music scene.  Whether it's canceled tours, arguments with managers, or one-sided record deals, they provide us with a great deal of blog fodder.  Here's the latest wrinkle - Kanye West and Fifty Cent's battle over who would sell the most records.  Does it look like a contract to you?  Here are the facts from the LA Times:

[Fifty Cent agreed] to hang up his mike if Kanye West's "Graduation" outsells 50's third album, "Curtis," in their first week of release. Now, just two days after both CDs went on sale -- and a month after his challenge began generating an inescapable din of promotional hype -- Nielsen SoundScan has tallied the albums' early returns, putting West on pace to best 50 by about 125,000 copies by Tuesday.

But a closer reading of 50's original invitation to throw down, taken with comments the Queens, N.Y.-born rapper made to The Times just before "Curtis" was released, makes it clear that even if the sum of all of 50 Cent's fears were to materialize, rap fans -- and haters -- haven't likely heard the last from hip-hop's most diss-prone MC.

Since August, media scrutiny has focused on only one part of the commitment 50 made on the hip-hop website SOHH.com: "If Kanye West sells more records than 50 Cent on Sept. 11, I'll no longer write music. I'll write music and work with my other artists, but I won't put out any more solo albums."

But even with his future solo output seeming to hang in the balance, little attention has been paid to 50's opt-out clause -- his promise to quit only if certain terms and conditions are met.

"And I bet this, when Kanye West's sales come in, he's gonna have a 70% decrease [the second week] 'cause Def Jam is gonna buy records to keep him closer to 50 Cent," he continued. "So watch the first week and then watch the second week. Watch his [expletive] drop off the planet. We keep our angles covered before we make a decent bet."

In a conversation with The Times, the rapper confirmed that a steep second-week sales drop for "Graduation" is a central part of his challenge. That would be evidence, 50 said, that West's record company Island Def Jam had been using some kind of market manipulation to artificially boost West's first-week numbers.

"I think the perception on some levels would be that Kanye West is generating more interest than 50 Cent regardless of actual record sales," 50 said. "He's never had a fraction of the sales 50 Cent has. So when you see him come out and it's like they were close? They could have one scan and have it count four times."

Fifty's made a promise, sure.  But did Kanye take him up on it?  I haven't heard anything about Kanye promising to retire.  I suppose it's more a question of Fifty losing credibility with his fans if he makes these types of statements and then doesn't follow through.  But as I play "In da Club" this morning while I work on an article, I have to tell you it would be a sad day if I could no longer listen to new rap anthems from Fifty (best line:  "I love you more than a fat kid loves cake.")

[Miriam Cherry]

Limerick of the Week

Parker v. 20th Century Fox is certainly a fun case to teach, and it raises all sorts of interesting policy questions.  In my class, I show a sequence of Shirley MacLaine images purporting to illustrate the facts of the case.  Unfortunately, copyright concerns prevent me from posting them here.  The image at left (available from the Wikipedia commons) hardly reflects her success in the case. 

Anyway, here it is, the last (for now) in my collection of contracts Limericks:

The studio's conduct was terrible,
And the actress's damage repairable
Only with a lead part
In a great work of art:
A film that is at least comparable.

[Jeremy Telman]

Limerick of the Week

The end is near!!  Not only is the semester (and for some readers, the first year of law school) nearly over.  But I am almost out of Limericks.  Contracts Limericks, that is.  I still have a boatload of business associations Limericks (bwahaha!), but those will have to appear on a different blog, I suppose.

So, where would contracts profs be without celebrity contracts?  I mean, is there anything more certain to promote student interest than a law suit featuring Clint Eastwood?  Can any contract prof resist inviting Sondra Locke to ask herself, "Do I feel lucky?"  And then add, "Well do ya, punk?"  Now that's educatin'!  Of course, the time may eventually come when referencing "Dirty Harry" is about as hip as referencing "True Grit."  It's already quite hard to get students to care much about Shirley MacLaine.  And I think this is one reason why Sullivan v. O'Connor has dropped out of most casebooks.  On the other hand, in a few years, it should be possible to build an entire curriculum around Anna Nicole Smith.

Locke v. Warner Brothers

There once was an actress named Locke
Whose Ratboy is said to be schlock
Old Clint and Warner
Thought they could scorn her
In bad faith.  Now they're in hock.

[Jeremy Telman]

Coach's Contracts

With all of the college basketball changes the past few weeks, it is worth looking again at what the coaches contract for with their colleges.

College football coaches contracts are treated in depth here:

USA Today

Basketball coaches here:

USA Today

Plenty of interesting features in these contracts besides the money.

[Stephen Safranek]

Barry Bonds' $15.8 Million Agreement not to Agree

Well, on a slow sports news day like today, there's always Barry Bonds. . . .

Last week, Major League Baseball's commissioner rejected a one-year, $15,8 million agreement between Barry Bonds and the San Francisco Giants.  Although nobody is yet coming forth with details, anonymous sources indicate that the commissioner rejected the contract because of a personal-appearance provision, which is impermissible under an agreement between the commissioner and the players' union. 

Now, there is another stumbling block: language permitting the Giants to void the agreement if Bonds should be indicted in the on-going federal investigation into steroid use by major league ballplayers.  While it had been  reported previously that Bonds was refusing to sign the agreement unless the language was expunged, it now appears that Bonds has signed  or will sign but is claiming that the language is unenforceable.  Bonds' agent is reported to believe that the language in question is inconsistent with the players' collective bargaining agreement and therefore "meaningless."

[Jeremy Telman]

Semper ubi sub ubi

Okay, stop what you are doing and make sure you are sitting down.  Get this:

Dame Kiri Te Kanawa (at left) is being sued for breaching a $1.55 million contract after she withdrew from a tour with Australian rock star, John Farnham.  The duo was to appear in three "Two Great Voices" concerts, but Te Kanawa backed out after watching a DVD of a Farnham concert and learning that his fans like to celebrate Farnham's great voice by throwing their underwear onto the stage.

I'm not making this up. It's even reported in the New York Times.

Te Kanawa stated that she might feel differently if the underwear were tasteful, or promoted positive views of women (see left, e.g.).  She added that she was devastated that she and her fellow "star-crossed crooner" were splitting up.  As you may recall, Te Kanawa sang at the wedding of Prince Charles and Lady Diana.  "I felt the same connection to John that I sensed Charles felt for his Di," the Diva disclosed in an exclusive interview with the Contracts Profs Blog.  She added that she is not giving up on the idea of a crossover concert.  "I am currently talking with one of your charming American pop stars, Mr. Snoop Doggy Dogg.  Have you heard of him?"

Prediction: this will all blow over when Farnham explains that the underwear was found on stage after his warm-up act, Britney Spears, finished her set.

Okay, I am making some of this up.

[Jeremy Telman]

Faux Wedding Ceremony Contracts

The wedding ceremony date is set.  Expensive arrangements have been made.  Guests have made their travel plans.  But, the negotiations over the pre-nuptial agreement are taking longer than expected.  What should you do?  Options include:

* Hurry up and conclude the pre-nuptial agreement negotiations before the ceremony (but the pesky lawyers keep getting in the way...)

* Reschedule the ceremony, but this may be expensive, annoying to the guests, and embarrassing

* Convert the pre-nuptial agreement into a post-nuptial agreement, but this means no pre-nup during the interim, and post-nups may not be as readily enforceable as pre-nups

* Convert the ceremony into a sham wedding ceremony, delay the actual marriage until the pre-nuptial agreement is done, and enter into a contract between the non-spouses to confirm that the wedding isn't legal until some later date.

Among the detritus from the Britney Spears/Kevin Federline divorce, we have confirmed that they chose the latter option, entering into an Agreement re September 18, 2004 Wedding Ceremony governing the participation in a "faux wedding ceremony."

I wonder about the enforceability of such agreements.  This reminds me of contract provisions that disclaim the formation of a partnership or an employment agreement.  The parties can say what they want, but courts and third parties aren't bound by this private determination; public policy may impose a partnership or employment relationship despite the contract clause.  So if a third party--such as creditors or the taxman--were to assert that the signatories were married based on the faux ceremony, I doubt the agreement would offer much protection.

As a result, I wonder about the professional responsibilities of a person drafting a contract for a faux wedding ceremony.  (Let's ignore the malpractice risks).  Here, the lawyers helped the principals perpetrate a sham to anyone who was not clued in to the fauxness of the event.  According to the MRPC, lawyers can't help their clients break the law or lie, and they may have to whistleblow on the client if they know the clients plan to lie to commit a crime or fraud.  Depending on who said what to whom, the sham may not have met any of these standards, but at the same time, there is something uncomfortable about lawyers supporting client artifices.  I'd like to think that most lawyers would choose not to use their talents to do so.

[Eric Goldman]

If Fox and HarperCollins Don't Do It, Will They Have Breached?

As everybody now knows (pretty much whether they want to or not), ReganBooks, an imprint of HarperCollins, recently announced that it would publish a book "written" by O.J. Simpson entitled If I Did It.  The book was to be promoted through a two-part interview of Simpson by Judith Regan, the editor of ReganBooks, which was to appear on Fox television.  Regan has explained at some length that she views the book as a form of confession (is she unfamiliar with the semantic power of the word "if"?) and has stated that she was motivated to publish the book becasue she was herself a victim of domestic violence.

As everybody also knows by now, Rupert Murdoch's News Corporation, the corporate parent of both the Fox network and ReganBooks, pulled the plug on both the book and the interview.  And so now only the contracts question remains: will the News Corporation have to pay damages to Simpson for breaching the contract?

The New York Times reports that Simpson likely has already been paid a percentage of his advance, and the News Corporation will likely be contractually obligated to pay whatever else was due under the contract.  But could it be that Simpson is motivated by greed alone?  I doubt it.

[Jeremy Telman]

Borat II: The Law Suit

It was only a matter of time, but we have now learned via the Contracts Professors Listserve that the first lawsuit has been filed by two people who appear in Sacha Baron Cohen's film, "Borat."  The complaint, in a suit styled Doe v. One America Productions, alleges that "Sasha [sic] Baron Cohen is a prankster" whose HBO show achieved "moderate success" and who, along with his staff "lie[s] really well."  The complaint gives Mr. Cohen's film mixed reviews, alleging that one's ability to enjoy the film depends on one's tolerance "for incest and penis jokes."  Although the complaint identifies 50 defendants by the fictitious names Roes 1-50, neither Mr. Cohen (who is real) nor Mr. Borat (who is fictitious) is named as a defendant.

According to the complaint, plaintiffs are two fraternity members, one of whom is under 21, who were plied with drink and then agreed to sign a release (likely the one that was the subject of an earlier post on this blog) and appear in a documentary film.  Plaintiffs allege that defendants assured them that the resulting film would not be released in the United States and that their fraternity would not be identified by name.  As a result of these misrepresentations, and because they were encouraged to become inebriated, plaintiffs "engaged in behavior they otherwise would not have engaged in."  They assert causes of action for fraud, rescission of contract, false light, appropriation of false likeness and negligent infliction of emotional distress.

Some have suggested that the complaint might be yet another prank by the irrepressible Mr. Cohen.  But if that were so, why wasn't the case styled I.P. Freely & I. Tappa Keg v. Borat?

[Jeremy Telman]

The "Borat" Contract

Well, I'm quite put out that several other blawgs have scooped ContractsProf Blog on this burning contract issue, but those of you interested in learning how Sacha Baron Cohen duped people into giving him interviews for his new movie, "Borat," can find the release on Slate.com.  Those who would like to see what the interlopers have to contribute on this issue can find comments here and here. 

My anger at being scooped is termpered by the realization that I can now justify cancelling class to take my students to see "Borat."

[Jeremy Telman]

Project Runway and the Duty to Read

Bravo's show, Project Runway, is down to the very last episode.  This evening, I watched an episode that aired last week - the reunion special, where all the designers get together to discuss the outcomes of the challenges, personality clashes on the show, etc.  One of the designers, Keith, had been dismissed from the show because he had pattern books, against the rules.  He insisted that he hadn't known about the ban, and the other designers all chimed in "it's in the contract!"  His responded that he hadn't read it.

[Miriam Cherry]

Did Prior Leave Prior to Completing Contract (?)

Mark Prior of the Cubs allegedly breached a contract to sign autographs at an art and home-décor store (he was paid $69,800 for his appearance).  The Chicago Tribune on-line (registration required) has the full story (quoted in part here):

Fans were disappointed, Prior acknowledged Monday while testifying in a breach-of-contract lawsuit filed by the store, but laid the blame on the event's lack of organization. He said he earned the $69,800 that he was paid. "I never behaved rudely in front of the fans," Prior said under cross-examination. "I tried to rectify a situation that, basically, was going south."

Testimony before Will County Circuit Judge Herman Haase showed Prior was paid $50,000 to sign 1,000 miniature porcelain replicas of Wrigley Field and $19,800 to sign 300 other pieces of memorabilia….

The store alleged Prior was rude and left after signing only 196 baseballs, pitching rubbers, bats, jerseys and the like, and 390 Wrigley replicas. The contract called for all 1,000 to be signed within 14 days of the event, the suit says.

Earlier in the trial, which will be continued until April 25 after more testimony Tuesday, a Just Ducky Too employee testified that Prior left with more than 30 people waiting for autographs.

Prior testified that an oral deal struck during the event allowed each photograph to be counted as an autograph. The agreement came after the first two dozen people in line met Prior and had their photo taken with him, the pitcher said.

But that was not how the event was supposed to work, he said. In addition, Just Ducky Too owners were asked to pull an Internet advertisement that stated each person who bought a signed stadium replica for $299 would get two "VIP tickets" to meet Prior. The ad was not pulled, he said.

"The way I read this was that there was going to be 2,000 people in front of me, versus signing 300 items—a big difference," Prior testified. "It wasn't what I agreed to do. ... It could get very lengthy."

Early in the event, a store employee "dragged" a young boy through the line, Prior said, and the boy appeared to be upset that he was told there would be no photograph with the player.

"The kid was lying there and crying and yelling," Prior said. "What I saw was kind of traumatic."

Prior said he stepped out from behind his table, signed a piece of memorabilia for the boy and allowed the two to be photographed together.

Then he excused himself and went outside, where he talked to his wife and then told the storeowners that the event was disorganized and unprofessional, he said.Prior denied using profanity, stating "absolutely not" when asked if he had done so.

Prior said when the line for autographs ended, he went to the rear of the store to sign more items and bring his total up to 300. He returned twice to the signing table after other customers showed up, before signing more items in back and leaving about 8:15 p.m., he said.

[Miriam A. Cherry]

A Host Without Peer…

A school thought they had a deal with Jon Stewart (host of the Daily Show and this year’s Oscars) to host their annual fundraiser. 

The school sent out invitations and sold tickets, but then, according to Yahoo News, they discovered that they had actually booked a motivational speaker and former professional wrestler also named “Jon Stewart.”

After discovering the mistake, several area theater groups offered to help out by performing.  The school also agreed to notify ticket-holders of the problem and to offer refunds.

[Miriam A. Cherry]

Jessica Simpson Sued for Breach of Contract

The Smoking Gun reports:

Jessica Simpson cut a multimillion dollar licensing deal for low-priced jeans and apparel and then failed to promote them as promised, according to a $100 million breach of contract lawsuit filed yesterday against the singer/actress. The Tarrant Apparel Group alleges that Simpson, 25, failed to support the clothing lines and even refused to be photographed wearing items from the JS by Jessica Simpson and Princy collections. In its New York State Supreme Court complaint, an excerpt of which you'll find below, Tarrant contends that a three-year deal inked in December 2004 requires Simpson to be "actively involved" in promoting the clothing and that she should wear the garments at "public events, shows, and appearances" whenever "reasonably practicable." Simpson, the firm charges, "simply failed to provide the promised support." The complaint also notes that when Simpson was asked by the press last year to name her favorite brand of jeans, "instead of responding 'Princy,' she said 'True Religion.'"

[Miriam Cherry / Hat-tip: Ernest Baello]

Connery Part III

Just yesterday, I wrote a post asking why the golf club would have signed a contract with Sean Connery that allowed him to collect money after he quit.  I couldn’t find a copy of the contract on line, so I was really just guessing about it. After reading my post, Professor Jeff Lipshaw had this excellent comment to offer:

“I wonder what the precise wording of the contract was.  This is pure speculation because I haven't seen the contract.  But it seems to me this is either going to be an easy case of the kind of opportunism that simple and unambiguous contracts are supposed to avoid, or a very difficult case of ambiguous language leaving it unclear what the parties intended.

If the words "going rate" clearly and unambiguously apply to the going rate at the time the member resigns, then the following are possible:  (a) Connery is right, and he had an incentive to create value to the club proprietors - if he attracted members at that rate, he clearly earned the money, or (b) Connery got lucky because nobody thought about a huge inflation in the price, or (c) or somebody really blew it, and created a "four corners" document that allocated the risk of future inflation in a way the parties did not intend, invoking the application of mistake doctrine.

This is pure speculation, but I would bet something less than the whole farm that the lawsuit is based on an ambiguity around the words "going rate."  It is not uncommon for clubs to be obliged to pay as much as 80% of the equity or initiation fee back. I wonder if the contract failed to specify the precise time (upon entry or exit) at which the "going rate" was to be calculated.  In which case, we don't even have the contract language as an indicator of what the parties really intended.  Which I have contended in the past is the way most contract disputes in the real world arise:  both parties argue ambiguous language in their favor as applied to present opportunity, and there really never was a mutual intention!”

That makes a lot of sense.  Thanks for your input, Jeff!

[Miriam Cherry]

More on James Bond and Golf

Being a celebrity certainly has its advantages, not the least of which is getting lots of free “stuff.”  Manufacturers send celebrities products – all gratis – hoping that it will get their product additional publicity or name-recognition.

But Sean Connery seems to have taken this sense of entitlement to a new level in suing for breach of contract over a golf club membership.  Apparently, he terminated his membership – which was given to him at a reduced price – and is now seeking damages for breach of contract.  From what I see in the news reports, I’m having a hard time discerning why the club would agree to put such a damage provision into any contract it had with a celebrity.  It is one thing to give a free or reduced price membership, and quite another to pay the celebrity if they quit the club!  From the reports, Connery claims that his belonging to the club induced other members to join (and therefore, I suppose, the unjust enrichment).

From Yahoo News:

“Connery is seeking more than $500,000 for breach of contract and more than $500,000 for "unjust enrichment" from the Sherwood Country Club in

Thousand Oaks

, according to a lawsuit filed Monday in Superior Court.

The suit claims the golf club was aware of the actor's lucrative status as an "internationally renowned celebrity and famously avid golfer" when it invited him to join in 1990 at a special initiation fee of $35,000.

His celebrity boosted the club's value and attracted new members, the suit states.

In 2004, Connery terminated his membership. But according to the lawsuit, Connery's contract allowed him to collect 80 percent of the "going rate" of membership — more than $500,000 — which the club has refused to pay.”

[Miriam Cherry]

Yankee Contract for Sale

For those who collect contract memorabilia, a seller on eBay has an original 1919 baseball contract under which the minor league club in Toledo sells the contract of pitcher Paul Carpenter to the New York Yankees.  What makes the contract interesting is that it's signed not only by Yanks owner Col. Jacob Ruppert, but by Hall of Fame catcher Roger Bresnahan, then an executive with Toldeo.  Bresnahan is the guy who invented the shin guard.  Sale ends Thursday.

[Frank Snyder\

Only the Best for Sinatra

The late Frank Sinatra had a reputation as a man who liked his food and his liquor.  But his tastes were good, not trendy.  For example, his touring performance contract specified that his own dressing room be fitted out with Jack Daniel's, Chivas Regal, Absolut or Stolichnaya Vodka, Courvoisier, Beefeater Gin, Nova Scotia salmon, jumbo shrimp, and unfiltered Camel cigarettes -- but also with egg salad sandwiches, Campbell's Chicken & Rice Soup (three cans), and cherry Life Savers.

[Frank Snyder]

No Immigrants Need Apply

The job of a spotlight operator is to, well, operate a spotlight.  And spotlights are apparently extremely important to singer Stevie "Fleetwood Mac" Nicks.  Since they must be able to take direction very well, Nicks prefers that only those born in English-speaking households be hired to do spot work on her gigs.  Her performance contract prohibits the use of spotlight operators to whom English is a second language.  (Image: Press Kit Photo, Wikipedia)

[Frank Snyder]

Dixie Chicks: More Toilets, Please

The audience at Dixie Chicks concerts is about 70 percent female, and that can lead to problems -- at least with respect to restrooms. The Chicks concert contract specifically requests arenas to take steps to ease the jam, by turning some men's restroom into temporary women's facilities, or using some backstage facilities ordinarily off-limits to patrons. The contract provides that this isn't "mandatory," though.  You can see the contract at The Smoking Gun.

The obvious question would be whether a promoter would have a "good faith" obligation to at least try to fulfill a term that the contract says isn't "mandatory."

[Frank Snyder]

Comic Sued by Manager

Actor/comedian Dave Chappelle has been sued by his ex-manager, who c