CONTRACTS

CONTRACT--an agreement creating a legally enforceable obligation between two or more parties.

*offer and acceptance

*consideration

*competency

*legality of purpose

 

THE KIM BASINGER LITIGATION

THE STATUTE OF FRAUDS

PROMISSORY ESTOPPEL

*promise

*reliance on promise leads to injury

*injustice can be avoided only by enforcement

Case: Elvin Associates v. Aretha Franklin (S.D.N.Y. 1990) pp.657-658

DEFINITENESS--meaning of the language used in the written contract

Basic rule: protect the expected interest of the person to whom the promise was made.

-express language

-extent to which parties performed

-past dealings between parties

-industry custom and usage

Case: Pinnacle Books, Inc. v. Harlequin Enterprises, Ltd. (S.D.N.Y. 1981)

-"best efforts" clause: author will not seek another publisher until "after extending their best efforts, the parties were unable to agree on terms for a new contract." p. 668

 

CONTRACTS WITH MINORS

(Shirley Temple, Jackie Cooper, etc.)

CA and NY legislation

*court approval (minor cannot disaffirm)

*maximum term

*% of net earnings set aside in a trust

Case: Scott Eden Management v. Kavovit (Sup. Ct. N.Y. 1990) pp.684-685

 

CONTRACT DURATION

Film--Golden Age of Hollywood-7 years

Case: De Haviland v. Warner Bros. Pictures (Cal. App. 1944) pp.693-694

Music

 

SAMPLE CONTRACTS

BOOK PUBLISHING CONTRACT

paragraph 1--grant of rights clause

paragraph 2--warranty and indemnity clause

paragraph 3--submission of manuscript by ______

paragraph 5--integrity of the copy-edited version of the manuscript

paragraph 6--copyright

paragraph 10--galley/page proofs

paragraph 12--revisions and subsequent editions

paragraph 13--publisher need not promote

paragraph 14--royalties

paragraph 17--accounting

paragraph 18--free copies

paragraph 19--competing works

paragraph 20--right of first refusal for subsequent works

paragraph 21--disposal

paragraph 25--New York law