California court grants SiriusXM’s motion for summary judgment to dismiss actor’s breach of contract claim over failed podcast deal, finding that communications reflecting “closed” deal based on written proposal did not establish existence of enforceable contract between parties.
James Van Der Beek, an actor known for the television series “Dawson’s Creek,” sued SiriusXM and Stitcher Media in California state court over a failed deal for a 40-episode podcast series relating to the series. Van Der Beek asserted claims for breach of contract and breach of the implied covenant of good faith and fair dealing after defendants walked away from the deal. Defendants moved to dismiss on the grounds that the parties had not entered into an enforceable contract. The court agreed, finding that Van Der Beek did not meet his burden of showing a triable issue of material fact as to the existence of a contract.
The element of mutual assent, the court explained, is “determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts.” Plaintiff contended that an April 2022 written proposal titled “Untitled Dawson’s Creek Rewatch Podcast – Proposal” contained the terms of an enforceable agreement because defendants had made various comments indicating that the terms were “closed” and, thereafter, both parties performed under the proposal by locating a producer, writing for the podcast, developing guest lists and soliciting bids for construction of a studio.
The court rejected each of these arguments. Relying primarily on the proposal itself, the court noted that it contained language that the parties would be bound only by a signed long-form agreement and that the proposal was “for discussion purposes only, is not a binding commitment in any respect, and is not to be interpreted in any respect as a binding commitment to negotiate, enter into or consummate the agreement contemplated herein.” The parties’ communications further showed that they intended to enter into a long-form agreement, including the correspondence plaintiff relied on in which a representative of defendants stated that “we are ready to call terms officially closed and … get the longform started.” This correspondence, the court concluded, was consistent with the language of the proposal that the parties would be bound only by a signed long-form agreement and was insufficient to create a triable issue of fact regarding the parties’ mutual assent.
The court also rejected plaintiff’s argument that the existence of an enforceable agreement was reflected in defendants’ subsequent performance. Among other things, the evidence showed that the steps defendants took to proceed with development were taken in the event the agreement was signed. The court thus concluded that these steps were not inconsistent with defendants’ intent to be bound only by a signed long-form agreement, nor did they constitute an outward manifestation that defendants intended to be bound by the proposal without a signed long form. The court further rejected plaintiff’s arguments concerning his efforts to perform under the proposal as insufficient to show defendants’ intent to be bound by the proposal.
Accordingly, the court found no triable issue of fact as to the element of mutual assent with respect to plaintiff’s breach of contract claim. Finally, the court rejected plaintiff’s claim for breach of the implied covenant of good faith and fair dealing, explaining that the implied covenant serves as a supplement to express contractual covenants, and thus the claim failed for the same reason that there was no enforceable contract between the parties.
Summary prepared by Wook Hwang and Alex Loh