CONTRACTS III
PERSONAL SERVICE CONTRACTS
ENFORCEABILITY/NEGATIVE INJUNCTION
Courts will not enforce contracts to perform personal services
-difficulty in forcing an unwilling employee to continue to work-Thirteenth Amendment (involuntary servitude)
But courts may use the remedy of a negative injunction.
Case: Lumley v. Wagner (1852)
Wagner, an opera star contracted to perform at Lumley's Drury Lane theatre for the 1852 season, violated the contract terms by singing at Covent Garden. An employer can sue to attempt to prevent an employee from working for someone else (in competition) if the services are
*exclusive
*unique (not replaceable by another)
*irreparable damages (which cannot be compensated by $)
Case: Harry Rogers Theatrical Enterprises v. Comstock (Sup. Ct., App. Div. NY 1928)
Comstock was a performer under a long-term contract to HRTE. Shubert Theatrical Corp. wanted to hire him for a musical. Rogers would not agree. Shubert hired him anyway. Rogers sued to enjoin him from performing for Shubert. See pp. 796-797.
Case: ABC v. Wolf (N.Y. 1981)
Wolf's contract with ABC has a "good faith negotiation and first refusal clause."
See pp. 798-799.
Issue:
Enforcement of a contract for personal services.
During the period of employment, may enforce if--
services are unique
employee has agreed to non-competition
there would be irreparable injury to the employer
After the term of employment has expired, may enforce if-
it is necessary to prevent injury from unfair competition . . . disclose trade secrets, etc.
DAMAGES FOR CONTRACT BREACH
Case: Quinn v. Straus Broadcasting Group, Inc. (S.D.N.Y. 1970)
Pl. was hired by Radio Station WMCA as a talk show host. His contract specified a salary of $50,000 for a year, with an option to renew for years 2 and 3 (with raises). After 4 months he was discharged. Pl. is suing for
-$500,000 for wrongful discharge
-$500,000 for professional reputation
-$500,000 for public ridicule
NY Rule for breach of employment contract
-contract salary, less-amount which might have been earned from other employment
Case: Vanessa Redgrave v. Boston Symphony Orchestra, Inc. (1st Cir. 1988)
Actress Vanessa Redgrave has been active in many political causes, including support for the PLO. She entered into a contract to perform in "Oedipus Rex," with the BSO ($30,000). After protests from the Boston public, BSO cancelled the performances. The jury awarded her her contract fee plus $100,000 for damages to her "future professional opportunities." BSO appealed.
Issue: consequential damages--a loss
*following as a "natural consequence from the breach"
*"within the contemplation of reasonable parties as a probable result of the breach"
*computed by 'rational methods' based on facts, p. 820
-producer Mann would have used her in "Heartbreak House" but did not because of the BSO cancellation, p. 822
Case: Parker v. Twentieth Century Fox Film Corp. (Cal. 1970)
Actress Shirley MacLaine (Parker) contracted to play the lead in "Bloomer Girl" ($750,000). Def. decided not to produce the film. Def. offered pl. the lead female role in another production, "Big Country, Big Man." She refused and demanded her contract fee.
Issue: duty to mitigate damages
Dissent: p. 828
Case: Raquel Welch v. MGM (Cal. App. 1988)
Pl. was fired three weeks into shooting "Cannery Row" and replaced by Debra Winger. Welch was awarded $2 million in compensatory damages and over $8 million in punative damages.
Issues:
breach of implied covenant of good faith and fair dealing
excessive punative damages
{Can this be reconciled with Redgrave???}
Update, pp. 833-834
CIVIL RIGHTS--ENTERTAINMENT ROLES
Jonathan Pryce--"Miss Saigon," p. 735
Hunter Tylo--"Melrose Place," p. 736
CONFIDENTIALITY CLAUSES
Elizabeth Coady was employed by Oprah's company. From 1993 to 1998 she held several positions, including "senior associate producer" for the "Oprah Winfrey Show."
Her contract of employment contained a confidentiality clause. See p. 247.
Issue:
Is this confidentiality clause enforceable?
A "restrictive covenant" may not be enforced if enforcement--
will injure the public
will cause undue hardship to the promisor
causes a restraint greater than necessary to protect the interests of the employer
p. 250