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IP/Entertainment Case Law Updates

Abraham v. Leigh

District court grants summary judgment for estate of composer of iconic musical Man of La Mancha, finding agreement granting right to produce 50th anniversary U.K. revival was enforceable, but that rights were not granted because plaintiff failed to obtain interest and terms from well-known actor, director and producer, as rights agreement required. 

Attorney Robyn Abraham sued the estate representatives of composer Mitch Leigh, book writer Dale Wasserman and lyricist Joseph Darion, who together were the co-authors of the iconic musical Man of La Mancha, for breach of contract and other claims. The court previously dismissed all of Abraham’s claims except for the breach of contract against the estate of Mitch Leigh. Leigh’s estate moved for summary judgment on the remaining breach of contract claim, which the court granted, and on a counterclaim for breach of fiduciary duty against Abraham, which the court denied. 

In 1964, Leigh, Wasserman and Darion agreed that any decisions concerning the staging or production of any performance of Man of La Mancha would have to be approved by a majority of the authors. By 2014, Leigh was the only surviving author, but he and the other authors’ successors in interest continued to be bound by the 1964 agreement. In January 2014, Abraham met with Leigh to discuss the staging of a revival production of Man of La Mancha in London the following year, which would be the 50th anniversary of the original production. 

A few days after the meeting, Abraham sent Leigh a contract, which Leigh signed after some preliminary negotiations. This “Talent Agreement” provided that Abraham would identify initial interest in participation in the revival from a “leading British theatrical stage director,” a “recognized UK co-producer” and at least one “well known actor.” The agreement further granted Abraham a six-month window of “exclusive legal and business rights” to obtain such interest and to request the director’s, co-producer’s, and actor’s terms, conditions and dates of availability. If she satisfied these conditions, then Leigh agreed to grant Abraham his London and U.K. rights to Man of La Mancha, and to obtain for her the same rights from the two other authors’ representatives. 

Abraham then began discussing a Man of La Mancha revival with the celebrated West End stage director Sir Trevor Nunn and Old Vic Productions, a possible co-producer. In March 2014, Leigh suffered a stroke and died soon thereafter. After Leigh’s death, Abraham continued to attempt to secure the interest of Nunn and Old Vic Productions. In July 2014, Abraham, through counsel, sent a letter to Leigh’s estate representative, Abby Leigh, announcing that she had performed under the Talent Agreement by securing Nunn and Old Vic Productions. Counsel for Abby Leigh responded on behalf of all three rights holders, stating that Wasserman’s and Darion’s representatives were not aware of the Talent Agreement, but that the rights holders would consider a proposal for Man of La Mancha if Abraham paid them a $50,000 nonrefundable advance against royalties. Instead, Abraham filed suit in July 2017.

In analyzing defendant’s motion for summary judgment on Abraham’s breach of contract claim, the court first highlighted what it characterized as evidentiary deficiencies in Abraham’s opposition briefing. Specifically, the court noted that Abraham had largely failed to cite to any admissible evidence in support of her factual allegations and her attempt to establish a genuine dispute of material fact. The court found that most of Abraham’s evidence constituted inadmissible hearsay, testimony precluded by New York’s dead man’s statute, lay testimony without firsthand knowledge and expert testimony from undisclosed witnesses. The court also found that Abraham had produced evidence that had “indicia of being fraudulent.” The court determined that all of this evidence would be excluded from its consideration on the motion.

On the merits, the court first found that the Talent Agreement was a valid, enforceable contract. The court rejected defendant’s argument that the agreement constituted only an unenforceable, preliminary agreement to agree, even though it acknowledged that a second, more detailed production agreement likely would have been required to iron out the specifics of the parties’ arrangement. Nor was the court swayed by the argument that the agreement constituted a personal services contract that expired on Leigh’s death. However, the court rejected Abraham’s argument that Leigh had breached the agreement immediately upon signing it, by, unbeknownst to plaintiff, having already granted production rights to at least one other producer, finding that Abraham’s allegations lacked evidentiary support.

Turning to Abraham’s own performance, an equally essential element of her breach of contract claim, the court found that plaintiff had failed to fulfill her own contractual obligations. First, even accepting that Abraham had secured interest from Nunn as director and Old Vic Productions as co-producer, the court noted a complete lack of any evidence that Abraham had obtained interest from a “well known actor,” as required under the Talent Agreement. Further, the court reasoned that Abraham had failed to introduce any evidence that she had requested terms, conditions and dates of availability for the revival from the director or co-producer, which were also mandated by the clear and unambiguous language of the contract. 

The court also found that Abraham had failed to establish the element of damages as required for her breach of contract claim. While Abraham claimed to have suffered harm from defendants’ alleged breach to the tune of $250 million in lost profits that she claimed she would have earned from staging the Man of La Mancha revival, the court found that such damages were far from reasonably certain. The court noted that theater productions are inherently risky ventures that lose money more often than they turn a profit, and, in any event, Abraham had failed to introduce any evidence that would permit a jury to calculate with any certainty just how great the damages were. The court also rejected Abraham’s claims for punitive damages and attorneys’ fees as inappropriate in the context of a breach of contract claim.

Despite granting summary judgment to defendant and dismissing Abraham’s breach of contract claim, the court denied defendant’s motion for summary judgment on the breach of fiduciary duty counterclaim. Defendant’s theory was that Abraham was serving as Leigh’s attorney at the time she entered into the Talent Agreement with Leigh, and therefore breached the fiduciary responsibilities attendant to this an attorney-client relationship. Although Abraham had originally claimed that Leigh had hired her as his attorney during their January 2014 meeting, and proposed including her hourly fees and costs in the Talent Agreement, the court reasoned that Leigh had expressly refused to pay Abraham legal fees and that no such provisions were included in the final agreement executed by the parties. By what it characterized as a slim margin, the court concluded that a genuine dispute of material fact existed as to the existence of an attorney-client relationship, which was sufficient to preclude summary judgment on the counterclaim.   

Summary prepared by Tal Dickstein and Jordan Meddy