Bain v. Gary, Williams, Finney, Lewis, Watson, and Sperando, P.L.

• Docket Number: Case No. 1:13-cv-848-RCL
• Decision Date: 21 September 2022
• Citation: 636 F.Supp.3d 124
• Parties: Raymone K. BAIN, Plaintiff, v. GARY, WILLIAMS, PARENTI, WATSON & GARY, P.L., et al., Defendants.
• Court: U.S. District Court — District of Columbia

636 F.Supp.3d 124

Raymone K. BAIN, Plaintiff, v. GARY, WILLIAMS, PARENTI, WATSON & GARY, P.L., et al., Defendants.

Case No. 1:13-cv-848-RCL

United States District Court, District of Columbia

Filed October 18, 2022

Signed September 21, 2022

Bonny E. Sweeney, Pro Hac Vice, Seth R. Gassman, Hausfeld LLP, San Francisco, CA, Jeffrey Fazio, Pro Hac Vice, Fazio | Micheletti LLP, San Ramon, CA, Farhad Mirzadeh, James Joseph Pizzirusso, Michael David Hausfeld, Nathaniel C. Giddings, Stephanie Meta Berger, Hausfeld LLP, Washington, DC, for Plaintiff.

Sheryl Robinson Wood, The Wood Law Firm, PLLC, Washington, DC, Karl Lawrence Chen, Chen Law, LLC, Largo, MD, for Defendants.

MEMORANDUM OPINION

Royce C. Lamberth, United States District Judge

This case concerns two lawsuits. The first is a contract dispute between the late Michael Jackson, colloquially known as the "King of Pop," and his former agent and general manager, Raymone Bain. Ms. Bain brought a lawsuit against Mr. Jackson in May 2009, only a few weeks before Mr. Jackson's death, alleging that Mr. Jackson and his production company had withheld tens of millions of dollars in fees that she had earned by securing lucrative projects. Ms. Bain's contract action was dismissed a little less than a year later, after the district court concluded that she had signed away her right to sue in a release agreement with Mr. Jackson and his personal and business entities ("the Jackson parties").

The second lawsuit, which is currently before this Court, is a legal malpractice action brought by Ms. Bain against the law firm and attorneys that represented her in the first—Gary, Williams, Finney, Lewis, Watson, and Sperando, P.L., and attorneys Willie E. Gary, and Linnes Finney, Jr. ("the Gary defendants"). She alleges that they lost her first lawsuit due to legal malpractice. Ms. Bain argues that the Gary defendants negligently (1) failed to file for appeal or reconsideration, (2) failed to marshal evidence in her favor or otherwise keep her informed, and (3) failed to alert the court to a letter written to her by Mr. Jackson. She believes that the absence of any one of these failures, or all the failures together, would have changed the outcome of her original lawsuit.

The Gary defendants moved for summary judgment on the required causation element of legal malpractice. They argue that, even absent their alleged malpractice, Ms. Bain would have lost her original lawsuit and that they are consequently not liable for its dismissal. After considering the record, the applicable law, and the parties' briefing, this Court agrees with the Gary defendants and will therefore GRANT the Gary defendants' motion for summary judgment and DISMISS WITH PREJUDICE Ms. Bain's present lawsuit.

I. BACKGROUND

Much of the background of this case was previously explained in the Court's decision on the Gary defendants' motion to dismiss, Bain v. Gary, Williams, Parenti, Watson & Gary, P.L., 53 F. Supp. 3d 144 (D.D.C. 2014) ("Bain II"). Nevertheless, given the significant time that has passed since that decision, and the more detailed record required on summary judgment, this Court will explain afresh the facts and procedural history of Ms. Bain's two lawsuits.

A. Ms. Bain's Business Relationship with Michael Jackson and the Origins of Her Release Agreement

In the early 2000s, Raymone Bain worked for Michael Jackson as his publicist, and in her recounting, as his adviser as well. Bain v. Jackson, 783 F. Supp. 2d 13, 16 (D.D.C. 2010) ("Bain I"); Pl.'s Opp'n [Corrected] 2 ("Pl.'s Mem."), ECF No. 94-1. In 2006, Ms. Bain's role expanded. She signed a Personal Services Agreement ("PSA") with Mr. Jackson which made her the "President/COO" of the "Michael Jackson Company," a new entity, and was promised a 10% "Finder's fee" for any agreements or engagements initiated by her or her agents. Bain II, 53 F. Supp. 3d at 146; Pl.'s Ex. 1, ECF No. 91-5. Mr. Jackson also appointed Ms. Bain as his general manager and agent. Bain I, 783 F. Supp. 2d at 16; Pl.'s Ex. 2, ECF No. 91-6. From that point forward, Ms. Bain alleges that she negotiated several projects on Mr. Jackson's behalf, all of which were covered by the Finder's fee in the PSA. Bain II, 53 F. Supp. 3d at 146; Pl.'s Mem. 3-4.

By the end of 2007, Mr. Jackson had accumulated significant debts and had failed to make payments to employees and consultants, including Ms. Bain. Pl.'s Mem. 4. Mr. Jackson subsequently began refinancing some of his debt. Pl.'s Mem. 5; Pl.'s Ex. 3 65:1-66:22, 137:1-139:12, ECF No. 94-4. In conjunction with the refinancing, Mr. Jackson's lawyers initiated a "process . . . to clean all past debts and liabilities of Mr. Jackson." Pl.'s Ex. 6, ECF No. 91-10. To that end, his attorneys sent out release agreements via email to various individuals and entities, including Ms. Bain, on December 3, 2007. Id. ("I [(Mr. Jackson's attorney Frank Salzano)] have been assigned the task of obtaining the payment releases from all parties compensated from funds payable under the forthcoming transactions. This process is to clean all past debts and liabilities of Mr. Jackson.").

Ms. Bain alleges that she had several discussions with Mr. Jackson's agents, and Mr. Jackson himself, to understand whether her release would cover "past due debts" or, like the releases sent to other employees, be "unconditional." See Pl.'s Mem. 16-17, 21; Pl.'s Ex. 3 125:1-127:24. For example, she alleges that she spoke with Londell McMillan, one of Mr. Jackson's attorneys. Pl.'s Mem. 5; Pl.'s Ex. 3 121:9-122:9, 126:20-127:21, 135:4-136:25. Mr. McMillan purportedly stated during that conversation, "if Michael Jackson enters into a trillion dollar agreement today, you would get paid on the 28th . . . . He owes so much money, I don't understand why there is such a big deal about your signing or anybody else signing a release." Pl.'s Ex. 3 135:4-135:23. She also claims that she spoke with Frank Salzano, who sent the December 3, 2007 email, about whether the releases covered past due debts. Pl.'s Mem. 5; Pl.'s Ex. 3 127:10-127:21. Finally, she avers that she spoke with Mr. Jackson, who told her about the problems he was having with potential lawsuits and the refinancing, explained that she could choose whether or not to sign the release, and that he was "not signing a damn thing." Pl.'s Ex. 3 137:1-139:13. Ms. Bain alleges that she subsequently informed Mr. Jackson that she would sign the release. Pl.'s Ex. 3 138:19-139:12.

And indeed, she did sign a release agreement after purportedly taking two additional actions. First, she claims that she had language added to limit the period of time covered by the agreement, to state: "[this release is for monies] to be owed to you with respect to any payments you've entered into and agreements at the beginning of time until December 27th, 2007." Pl.'s Ex. 3 125:1-125:12. Second, she added handwritten comments into the beginning of the agreement. Pl.'s Ex. 3 133:1-134:17; Payment and Release Agreement ("Release"), ECF No. 89-2 at 8-10.

The Release is three pages long, but in most relevant part, including Ms. Bain's handwritten additions, reads:

In consideration of the mutual promises and understanding herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

$218,820.05 — cash disbursements, loans, cash card $270,000.00 — consultant's fee ($488,820.05)

Mr. Jackson shall render a payment made payable to you in the amount of Four hundred eighty eight thousand eight hundred & twenty Dollars ($488,820.05) as full and final satisfaction of any all monies, known or unknown, to be owed to you by the Jackson Parties with respect to any and all agreements whether verbal or written that you may have entered into with the Jackson Parties from the beginning of time until December 27, 2007 (the "Payment").

2. Except as otherwise set forth herein, in consideration of the Payment and other consideration provided herein, you on behalf of yourself . . . do hereby absolutely, fully and forever release, relieve, waive, relinquish and discharge the Jackson Parties . . . of and from any and all manner of action or actions, suits, debts, liabilities, demands, claims, obligations, costs, expenses, sums of money, controversies, damages, accounts, reckonings, and liens of every kind or nature whatsoever, whether known or unknown, suspected or unsuspected which you shall or may have, own or hold, or which they at any time heretofore had owned or held against the Jackson Parties by reason of, arising out of or in connection with any matter whatsoever . . . .

6. This Agreement contains the entire understanding between and among the parties hereto and supersedes any and all prior understandings, agreements, representations, covenants, warranties, and releases, express or implied, written or oral, between any of the parties concerning the subject matter of this Agreement. No changes or modifications to this Agreement or any new agreement shall be made between the parties hereto unless expressly set forth in writing . . . .

9. This Agreement shall become effective upon receipt of the Payment.

Release at 1-3.

B. Ms. Bain's Lawsuit Against the Mr. Jackson and MJJ Productions

In 2009, Ms. Bain sued Mr. Jackson and MJJ Productions, Inc. ("Contract Dispute defendants"), under breach of contract, unjust enrichment, and quantum meruit theories and alleged that she was owned tens of millions of dollars. Bain II, 53 F. Supp. 3d at 146. Specifically, she claimed that she was never paid the Finder's fee that she was entitled to for the projects that she negotiated. Id. In response, the Contract Dispute defendants moved to dismiss Ms. Bain's lawsuit because she had released them from liability. Id.

Ms. Bain opposed the motion to dismiss on the grounds that consideration of the Release was inappropriate on a motion to dismiss, or, alternatively, that the Release was invalid, procured by fraud, or based on a mistake. Id. The district court...