Baisden v. I'M Ready Prods., Inc.

• Decision Date: 31 August 2012
• Docket Number: No. 11–20290.,11–20290.
• Citation: 693 F.3d 491
• Parties: Michael BAISDEN, Plaintiff–Appellant Cross–Appellee, v. I'M READY PRODUCTIONS, INC.; Image Entertainment, Inc.; A.L.W. Entertainment Inc.; Gary Sherrell Guidry; Je'Caryous Frankneque Johnson, Defendants–Appellees Cross–Appellants.
• Court: U.S. Court of Appeals — Fifth Circuit

693 F.3d 491

104 U.S.P.Q.2d 1267

Michael BAISDEN, Plaintiff–Appellant Cross–Appellee,

v.I'M READY PRODUCTIONS, INC.; Image Entertainment, Inc.; A.L.W. Entertainment Inc.; Gary Sherrell Guidry; Je'Caryous Frankneque Johnson, Defendants–Appellees Cross–Appellants.

No. 11–20290.

United States Court of Appeals,Fifth Circuit.

Aug. 31, 2012.

Aubrey Dale Pittman (argued), Kristin Kay Schroeder, Pittman Law Firm, P.C., Daryl Kevin Washington, Law Offices of Daryl K. Washington, P.C., Dallas, TX, Phillip A. Wittmann (argued), Barry W. Ashe, Lesli Danielle Harris, Stone, Pigman, Walther, Wittmann, L.L.C., New Orleans, LA, for Plaintiff–Appellant Cross–Appellee.

Patricia S. Hair, Phelps Dunbar, L.L.P., Christina F. Crozier, Haynes & Boone, L.L.P., Houston, TX, David Harlan Harper, Jason Patrick Bloom (argued), Haynes & Boone, L.L.P., Dallas, TX, Vince Ravine, Lake Balboa, CA, for Defendants–Appellees Cross–Appellants.

Appeals from the United States District Court for the Southern District of Texas.

Before KING, PRADO and HAYNES, Circuit Judges.

KING, Circuit Judge:

Plaintiff–Appellant Michael Baisden appeals an adverse judgment in his suit against various defendants for copyright infringement, breach of contract, and tortious interference. Defendants–Appellees I'm Ready Productions, Inc., Image Entertainment, Inc., A.L.W. Entertainment Inc., Gary Sherrell Guidry, and Je'Caryous Frankneque Johnson cross-appeal the denial of attorneys' fees. For the following reasons, we AFFIRM the judgment of the district court in all respects.

I. FACTUAL AND PROCEDURAL BACKGROUND¹

Michael Baisden is the host of a nationally syndicated radio show and the author of several books. Gary Guidry and Je'Caryous Johnson are the co-founders of I'm Ready Productions, Inc. (“IRP”), a theatrical production company. In early 2001 Baisden entered into discussions with Johnson and Guidry to adapt one of his novels, Men Cry in the Dark, into a stage play. ² The parties entered into an agreement on March 9, 2001 (the “2001 Men Cry Agreement”) whereby IRP agreed to create an original screenplay based on the novel Men Cry in the Dark.

The 2001 Men Cry Agreement included two provisions relating to ownership rights. First, the agreement provided that the author, IRP, would “retain copyrights to the STAGEPLAY, as copyright is limited to the play script created by [IRP].” Second, Baisden also “agree[d] that all interest in any creative production, staging, design, or writing aspects of the PLAY are exclusive property of [IRP].” The agreementalso provided that IRP would own exclusive merchandising rights from, but not limited to, clothing, posters, programs, mugs, CDs, or tapes. Baisden would receive a 40% share of net profits from all such merchandising sales connected with the live performance of the stage play, but not including profits from novels written by him and sold at such performances. Baisden also agreed to compensate IRP with a 40% share of net profits from all novels, videos, or other works created by him in connection with the live performance of the stage play. Finally, royalties or other proceeds generated as a result of future agreements with third parties relating to the stage play or its production would be split evenly. The 2001 Men Cry Agreement was to last three years, but could be extended for the life of any future third-party merchandise agreement associated with the stage play.

IRP adapted Baisden's novel into a stage play (“ Men Cry”). IRP then took Men Cry on a national tour beginning in January of 2002. During the tour, Baisden sold a number of different products at the shows, including three books and two videos on relationships. IRP, for its part, sold programs and t-shirts. In the spring of 2002, Baisden and IRP agreed to orally modify the merchandising provisions in the 2001 Men Cry Agreement to reflect that each party would keep 100% of the profits from its own products.

In July of 2002 the parties entered into a second contract to adapt another of Baisden's novels, The Maintenance Man, into a stage play (the “2002 Maintenance Man Agreement”).³ This agreement contained provisions substantially identical to those in the original 2001 Men Cry Agreement. As before, IRP produced a stage play (“ Maintenance Man”). But prior to taking that production on tour, the parties modified the agreement in December of 2002 to compensate IRP $300,000 in the event Baisden conveyed motion picture rights in The Maintenance Man to a motion picture company and gave it the right to make full use of the IRP-created screenplay.

Around the same time, in September of 2002, IRP filmed a live production of Men Cry and Maintenance Man and sold copies of those recordings in video and DVD format through A.J. Productions. Baisden learned of these recordings, at the latest, in April of 2003 when he ordered 500 copies of the Men Cry recording.⁴ Baisden handed out between sixty and seventy copies of the recording at a promotional event at which he provided one to every person who purchased a copy of his Men Cry in the Dark novel. Baisden's website also sold the DVD for a time, and, eventually, listed it as “sold out.”

In the Summer of 2005, Baisden asked IRP to retour Men Cry. The parties orally agreed that the second tour would be governed by the same terms as the 2001 Men Cry Agreement, except that Baisden would be entitled to 3% royalties from gross revenues of seats sold per show (the “2005 Men Cry Agreement”). Baisden appeared at some of these shows and autographed copies of the Men Cry and Maintenance Man DVDs. The second Men Cry tour concluded on November 20, 2005. Pursuant to their agreement, IRP sent Baisden a check for $44,145, which he cashed on December 29, 2005.

On November 15, 2005, a few days before the second Men Cry tour ended, IRP entered into a contract with Image Entertainment (“Image”) to distribute DVDs of both plays. In January of 2007, Baisden remarked on the poor timing of the DVDs, and that he did not like the look of the video. The DVD was released on February 7, 2007. On May 4, 2007, Baisden sent IRP a cease and desist letter alleging that IRP was infringing his copyrights. On June 14, 2007, an entity known as the Farcor Baisden Partnership, L.L.C.—of which Baisden was presumably a part—entered into an option contract with Behave Productions, Inc., to turn The Maintenance Man into a movie. As part of that contract, Baisden agreed to use his best efforts to cause IRP to “cease distribution of the unauthorized picture.”

Baisden filed suit on February 7, 2008, alleging that IRP, Image, A.L.W. Entertainment Inc., Guidry, and Johnson (collectively, “Defendants”) infringed his copyright in The Maintenance Man and breached the 2002 Maintenance Man Agreement by failing to compensate him for DVD sales. Baisden added similar claims with respect to the Men Cry DVD in November of 2008. Defendants then moved for summary judgment. On recommendation by a magistrate judge, the district judge granted Defendants' motion with respect to Baisden's claim for tortious interference, as well as those parts of his copyright infringement and breach of contract claims that fell outside the statutory limitations period.

The remaining claims proceeded to a nine-day jury trial. The jury returned a 33–question special verdict in Defendants' favor.⁵ Baisden moved for judgment as a matter of law or, alternatively, a new trial, which the district court denied. The district court then entered a final take-nothing judgment as to all parties. The court also entered a number of declarations clarifying the parties' rights. Finally, the court denied Defendants' request for attorneys' fees. Baisden appealed the judgment, and Defendants cross-appealed the denial of attorneys' fees.

II. DISCUSSION

Baisden raises numerous issues on appeal. These require us to address, first, whether Defendants infringed Baisden's copyrights; second, whether the district court's declarations improperly expanded IRP's copyrights; third, whether the district court erred in denying Baisden's motion for a new trial; fourth, whether the district court erred in granting summary judgment against Baisden's tortious interference claim; and, fifth, whether the district court erred in denying Defendants' request for attorneys' fees.

A. Standard of Review

A district court must deny a motion for judgment as a matter of law “unless the facts and inferences point ‘so strongly and overwhelmingly in the movant's favor that reasonable jurors could not reach a contrary conclusion.’ ” Flowers v. S. Reg'l Physician Servs. Inc., 247 F.3d 229, 235 (5th Cir.2001) (citation omitted). Although we review de novo the denial of a motion for judgment as a matter of law, we apply the same legal standard as the district court. Id. We will consider all of the evidence, drawing all reasonable inferences and resolving all credibility determinations in the light most favorable to the non-moving party. Navigant Consulting, Inc. v. Wilkinson, 508 F.3d 277, 282 (5th Cir.2007). “[O]ur standard of review with respectto a jury verdict is especially deferential.” SMI Owen Steel Co., Inc. v. Marsh USA, Inc., 520 F.3d 432, 437 (5th Cir.2008). This court “cannot reverse a denial of a motion for judgment as a matter of law unless the jury's factual findings are not supported by substantial evidence, or if the legal conclusions implied from the jury's verdict cannot in law be supported by those findings.” Am. Home Assurance Co. v. United Space Alliance, LLC, 378 F.3d 482, 488 (5th Cir.2004).

B. Copyright Infringement

Baisden presents a host of arguments in support of his copyright infringement claim. These include that the oral agreement allegedly made in 2005 was not a work-for-hire agreement and was thus invalid, was contrary to the parties' intentions, had to be in writing pursuant to 17 U.S.C. § 204(a), and was in violation of the statute of frauds. Defendants respond that they had exclusive or implied licenses to...