Abraham v. Leigh

• Decision Date: 08 July 2020
• Docket Number: 17 Civ. 5429 (KPF)
• Parties: Robyn ABRAHAM, Plaintiff/Counterclaim-Defendant, v. Abby LEIGH, Executrix of the Estate of Mitch Leigh, Defendant/Counterclaim-Plaintiff.
• Court: U.S. District Court — Southern District of New York

471 F.Supp.3d 540

Robyn ABRAHAM, Plaintiff/Counterclaim-Defendant,

v.Abby LEIGH, Executrix of the Estate of Mitch Leigh, Defendant/Counterclaim-Plaintiff.

17 Civ. 5429 (KPF)

United States District Court, S.D. New York.

Signed July 8, 2020

Colleen Mary Ni Chairmhaic, Law Office of Colleen Kerwick, Unionville, CT, for Plaintiff/Counterclaim-Defendant.

Robyn Abraham, Tamarac, FL, pro se.

Matthew Lawrence Elkin, Tamar Schwartz Wise, Cozen O'Connor, New York, NY, H. Robert Fiebach, Michael John Broadbent, Cozen O'Connor, Philadelphia, PA, for Defendant/Counterclaim-Plaintiff.

OPINION AND ORDER

KATHERINE POLK FAILLA, District Judge:

On January 23, 2014, Plaintiff Robyn Abraham and Mitch Leigh, composer of the iconic musical Man of La Mancha ("MOLM"), affixed their signatures to a two-page contract (the "Talent Agreement") that purported to give Plaintiff the "sole and exclusive legal and business rights" to obtain initial interest in a revival of MOLM from a theatrical stage director, a recognized co-producer, and a well-known actor. Had she succeeded, Plaintiff would have been entitled under the Talent Agreement to the exclusive stage production rights to a 2015 MOLM revival in the United Kingdom. And, indeed, according to Plaintiff, she did satisfy her obligations under the Talent Agreement. When she received nothing in return, Plaintiff brought suit against the three holders of the rights to MOLM: Abby Leigh, in her capacity as Executrix of the Estate of Mitch Leigh; Martha Wasserman, in her capacity as Executrix of the Estate of Dale Wasserman; and Hellen Darion, in her capacity as Executrix of the Estate of Joseph Darion (collectively, the "Rights Holders"), as well as Alan Honig, who had served as an accountant to the authors of MOLM. After several years of litigation, what remains is Plaintiff's breach of contract claim against Defendant Abby Leigh, in her capacity as Executrix of the Estate of Mitch Leigh.¹ Defendant, in turn, counterclaimed against Plaintiff, asserting that Plaintiff breached a fiduciary duty she owed to Mr. Leigh when she drafted and entered into the Talent Agreement.

Before the Court now is Defendant's motion for summary judgment against Plaintiff's breach of contract claim and in favor of Defendant's breach of fiduciary duty counterclaim. For the reasons that follow, the Court grants Defendant's motion for summary judgment as to Plaintiff's breach of contract claim, and denies the motion as to Defendant's counterclaim.

BACKGROUND²

A. Factual Background

Man of La Mancha was written by composer Mitch Leigh, book writer Dale Wasserman, and lyricist Joseph Darion (collectively, the "Authors"). (Pl. 56.1 ¶ 3). The rights to stage or control any production of MOLM are delimited by a Minimum Basic Production Contract (the "MBPC"), which was executed in 1964. (Id. at ¶ 2). Pursuant to the MBPC, all decisions concerning the staging or production of a performance of MOLM must be approved by a majority of the Authors. (Id. at ¶ 5). See Wasserman v. Leigh , No. 92 Civ. 5266 (PNL), 1994 WL 320606 (S.D.N.Y. July 1, 1994). The Authors’ successors in interest continue to be bound by the MBPC. (Pl. 56.1 ¶ 6). By 2014, Mr. Leigh was the only surviving Author of MOLM. (Id. at ¶ 9). Mr. Wasserman's interests were controlled by Martha Wasserman and Mr. Darion's interests were controlled by Hellen Darion. (Id. ). Because of Mr. Leigh's unique position as the sole remaining Author, Hellen Darion frequently, though not always, deferred to him on artistic choices relating to MOLM. (Id. at ¶ 10).

On January 6, 2014, Plaintiff, an attorney, met with Mr. Leigh to discuss the staging of a revival production of MOLM in 2015, which would be the 50th anniversary of the original production (the "January 6, 2014 Meeting"). (Pl. 56.1 ¶ 40). After the meeting, Plaintiff proposed sending a one-page agreement memorializing that which had been discussed. (Id. at ¶ 43). On January 9, 2014, Plaintiff emailed Mr. Leigh's assistant a draft one-page agreement (the "January 9, 2014 Draft"). (Id. at ¶ 47).³ In the cover email, Plaintiff suggested that she and Mr. Leigh discuss any comments to the January 9, 2014 Draft as well as her hourly rate, which they had not previously discussed. (Id. at ¶ 48; Def. Ex. 37). The January 9, 2014 Draft stated that Plaintiff would identify initial interest in participation in a 2015 MOLM revival from a "leading British theatrical stage director," a "recognized UK co-producer," and at least one "well known actor." (Id. at ¶ 49). Plaintiff claimed that she had already received expressions of potential interest from "stars, UK co-producers, and directors." (Id. at ¶ 50).

On January 10, 2014, Plaintiff sent Mr. Leigh's assistant an email suggesting that Mr. Leigh was not willing to pay legal fees for her work. (Pl. 56.1 ¶ 52; Def. Ex. 38). Perturbed, Plaintiff asserted that Mr. Leigh "specifically did agree to hire me as his lawyer and solicitor for a period of six (6) months," and that Mr. Leigh's comment that he would not pay legal fees was "antithetical to that which he specifically agreed to in [the January 6, 2014] meeting." (Pl. 56.1 ¶ 52). On January 20, 2014, Plaintiff faxed a revised version of the January 9, 2014 Draft, which version removed references to being paid for fees and costs, but continued to require her to secure interest from a director, a co-producer, and a well-known actor. (Id. at ¶ 53).

On January 23, 2014, Mr. Leigh signed the Talent Agreement, which was entitled "Six (6) Month Exclusive Contract Re: London and United Kingdom Musical and Stage Production Rights of Man of La Mancha (‘MOLM’)." (Pl. 56.1 ¶ 58). The Talent Agreement granted Plaintiff:

the sole and exclusive legal and business rights for six (6) months to represent "MOLM" in England and the United Kingdom for the purpose of obtaining initial professional interest by a) a leading British theatrical stage director; b) a recognized US or UK co-producer and c) at least one (1) well known actor (heretofore referenced collectively as "Talent") interested in the opportunity of starring in the upcoming London West End stage production of "Man of La. Mancha"; tentatively scheduled for the 2015 50th Anniversary of the original staging of "MOLM".

(Id. at ¶¶ 59, 60, 62; Pl. Ex. A). The exclusivity period would begin on February 3, 2014, and conclude on August 2, 2014. (Pl. Ex. A). In addition, the Talent Agreement stated that:

[Plaintiff] and [Mr.] Leigh shall discuss [Plaintiff]’s provision of initial Talent interest and [Mr.] Leigh shall advise [Plaintiff] whether he accepts [Plaintiff]’s provision of initial Talent interest. If [Mr.] Leigh does not accept [Plaintiff]’s provision of initial Talent interest, [Mr.] Leigh shall instruct [Plaintiff] which Talent interest he prefers so meetings with Talent representatives may be coordinated. Upon provision of requested Talent interest by [Mr.] Leigh, [Plaintiff] will request Talent terms, conditions and dates of availability. Upon approval by [Mr.] Leigh of Talent interest [Mr.] Leigh shall promptly and within five (5) business days of provision of Talent confirmation by [Plaintiff], shall, in addition to granting [Plaintiff] [Mr.] Leigh's sole and exclusive London and United Kingdom rights to MOLM pursuant to the terms herein, shall obtain from each of the two MOLM minority rights holders ("Minority Rights Holders") or their representatives, written approval from each of the Minority Rights Holder granting [Plaintiff] her respective sole and exclusive rights to London and United Kingdom theatrical stage and musical rights of "MOLM" on the same terms and conditions provided by Leigh.

(Pl. 56.1 ¶¶ 59, 60, 62; Pl. Ex. A). On January 27, 2014, Plaintiff informed Mr. Leigh that she had spoken with Sir Trevor Nunn, the celebrated West End director, and that he had suggested Old Vic Productions as a possible co-producer for MOLM. (Pl. 56.1 ¶ 65).⁴

In early March 2014, Mr. Leigh suffered a stroke and died soon thereafter. (Pl. 56.1 ¶ 72). After Mr. Leigh's death, Plaintiff continued to attempt to secure the interest of Mr. Nunn and Old Vic Productions. (Id. at ¶¶ 73, 74). Plaintiff had met with Joseph Smith, the executive producer at Old Vic Productions, on multiple occasions in January and February 2014, and continued to correspond with Mr. Smith through May of 2014. (Id. at ¶¶ 66, 70, 75; Smith Decl. ¶ 4 (Pl. Ex. K)). Plaintiff met with Mr. Nunn on May 8, 2014, and claims further to have met with him on several prior occasions, as early as February 2014. (Pl. 56.1 ¶ 74).

On July 11, 2014, Plaintiff sent a letter, through her attorneys, to Defendant and her attorneys, announcing that Plaintiff had performed under the Talent Agreement by securing Mr. Nunn as director and Old Vic Productions as UK co-producer for a 2015 revival of MOLM. (Pl. 56.1 ¶ 86; Def. Ex. 52). Attached to the letter was a copy of the Talent Agreement, and a facsimile that purported to be from Mr. Nunn, stating that he "accept[s] in principle your and Mr. Leigh's request to direct the 2015 50th Anniversary Production of Man of La Mancha in London, if such a production can be arranged." (Pl. 56.1 ¶ 87; Def. Ex. 52). The letter did not attach any confirmation from Mr. Smith or Old Vic Productions concerning Old Vic Productions’ interest in co-producing the 2015 MOLM revival. (Pl. 56.1 ¶ 88).

On July 20, 2014, Defendant's counsel responded to Plaintiff's counsel's letter, purporting to speak on behalf of all three Rights Holders. (Pl. 56.1 ¶ 92; Def. Ex. 54). Defendant's counsel stated that neither Ms. Darion nor Ms. Wasserman was aware of the Talent Agreement, but that if Plaintiff wished to prepare a proposal for a 2015 revival of MOLM to be directed by Mr. Nunn, the Rights Holders would be "positively disposed" and would "consider the proposal in good faith." (Pl. 56.1 ¶¶ 92, 98; Def. Ex. 54). Counsel added, however, that Plaintiff would be required to pay the Rights Holders a $50,000 nonrefundable advance against royalties...