Buddy Lee Attractions v William Morris

• Decision Date: 21 September 1999
• Docket Number: 98-00185
• Citation: 13 S.W.3d 343
• Parties: BUDDY LEE ATTRACTIONS, INC., Plaintiff/Appellee, v. WILLIAM MORRIS AGENCY, INC., and JOSEPH E. HARRIS, Defendants/Appellants. AppealCOURT OF APPEALS OF TENNESSEE Filed
• Court: Tennessee Court of Appeals

BUDDY LEE ATTRACTIONS, INC., Plaintiff/Appellee v WILLIAM MORRIS AGENCY, INC., and JOSEPH E. HARRIS, Defendants/Appellants

Appeal No. 01-A-01-9804-CH-00185

COURT OF APPEALS OF TENNESSEE

Filed September 21, 1999

APPEAL FROM THE CHANCERY COURT FOR DAVIDSON COUNTY, AT NASHVILLE, TENNESSEE

Davidson Chancery No. 94C-2578

THE HONORABLE IRVIN H. KILCREASE, JR., CHANCELLOR

Defendant, William Morris Agency, Inc., appeals an adverse jury verdict in the amount of $250,000.00, trebled by the trial judge under Tennessee Code Annotated section 47-50-109. This defendant also appeals a partial summary judgment order granted to plaintiff prior to the three week jury trial.

SAMUEL D. LIPSHIE, SCOTT K. HAYNES, LUTHER WRIGHT, JR., Boult, Cummings, Conners & Berry, 414 Union Street, Suite 1600, P. O. Box 198062,

Nashville, Tennessee 37219

ATTORNEYS FOR PLAINTIFF/APPELLEE

JAY S. BOWEN, TIMOTHY L. WARNOCK, GREGORY S. REYNOLDS, Bowen Riley Warnock & Jacobson, 1906 West End Avenue, Nashville, Tennessee 37203

ATTORNEYS FOR DEFENDANTS/APPELLANTS

REVERSED AND REMANDED

WILLIAM B. CAIN, JUDGE

OPINION

I. FACTS

Both plaintiff Buddy Lee Attractions, Inc. and defendant William Morris Agency, Inc. were at all times material in this case, competing "booking agencies" representing various performing artists in the music industry. Defendant, Joe Harris, was an experienced booking agent who was employed on August 18, 1987 by Buddy Lee Attractions, Inc. On this date both Buddy Lee and Joe Harris executed a document entitled "Conditions of Employment" which stated in pertinent part:

5. In the event of cessation of Employee's employment, Employee shall not, during the period of two years immediately following cessation of Employee's employment, in any capacity represent any artist or act who or which was under contract to or in any way represented by Buddy Lee Attractions, Inc. during the one-year period immediately preceding the date of cessation of Employee's employment.

While employed by Buddy Lee, Joe Harris was "responsible agent" for several artists including Trisha Yearwood, Garth Brooks and Mark Chestnut.

On August 18, 1993, Joe Harris left Buddy Lee's employ to work for the William Morris Agency. Two days later Trisha Yearwood terminated her relationship with Buddy Lee, joining William Morris' roster of represented artists; William Morris appointed Joe Harris as Ms. Yearwood's responsible agent for booking.

Buddy Lee Attractions, Inc., filed suit on Sep. 16, 1993, alleging, inter alia, breach of contract by Joe Harris and common law and statutory intentional contractual interference on the part of William Morris. In support of these allegations Buddy Lee asserted in pertinent part that:

COUNT II

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36. At all times relevant hereto, William Morris Agency had knowledge that there existed an employment agreement between Harris and Buddy Lee Attractions in which Harris agreed not to represent for a period of two (2) years after cessation of his employment with Buddy Lee Attractions in any capacity "any artist or act who or which was under contract to or in any way represented by Buddy Lee Attractions, Inc., during the one year period immediately preceding the date of cessation of [Harris'] employment."

37. In the alternative, William Morris Agency acted with reckless disregard of the rights of Buddy Lee Attractions by purposefully failing to make sufficient or reasonable inquiry regarding any post-employment restrictions on Harris' business activities and the existence of the Restrictive Covenant.

38. Pursuant to the scheme of Harris and William Morris Agency to persuade artists represented by Buddy Lee Attractions at any time in the preceding year to terminate Buddy Lee Attractions as their talent agency and engage William Morris Agency in that capacity, as more fully described hereinabove, William Morris Agency intended to induce Harris to breach the Agreement.

39. William Morris Agency, through its efforts to represent the artists either currently or formerly represented by Buddy Lee Attractions, acted maliciously and in willful violation of Buddy Lee Attractions' known rights.

40. The acts of Harris as described herein and in furtherance of his and William Morris Agency's scheme constitute a breach of the Agreement.

41. The acts of William Morris Agency in inducing Harris to breach his Agreement with Buddy Lee Attractions proximately caused Harris' breach of the Agreements.

42. As a direct and proximate result of the breach of the Agreement, Buddy Lee Attractions has been damaged in an amount to be determined at the trial of this action.

43. Pursuant to T.C.A. 47-50-109, William Morris Agency is liable in treble the amount of damages resulting from or incident to the breach of the Agreement.

COUNT III

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45. Plaintiff alleges that William Morris Agency is liable under the common law tort of inducement of breach of contract by violating the Restrictive Covenant for (1) all damages to be determined at the trial in this matter resulting from and incident to Harris' breach of the Agreement and (2) punitive damages in an amount sufficient to punish William Morris Agency and deter it and others from engaging in similar conduct in the future.

In defense of this complaint, both Joe Harris and William Morris Agency, Inc., rely on an alleged 1991 agreement between Joe Harris and Buddy Lee Attractions, Inc., which purportedly superseded the 1987 "Conditions of Employment" contract, and contained among other provisions the following:

17. Other Contracts Replaced: As of the effective date of this Agreement, this Agreement supersedes, replaces, and cancels all previous contracts, agreements, and/or arrangements of any kind or nature whatsoever, whether oral or written, that may exist or may have existed between Employer and Employee on or before the date of execution of this Agreement.

Since the alleged 1991 agreement contained none of the post-employment restrictions appearing in the 1987 agreement, defendants assert that neither of them are in any way liable to Buddy Lee Attractions, Inc. because there has been neither breach of contract by Joe Harris nor inducement to breach on the part of William Morris Agency, Inc.

On August 7, 1995, the trial court entered an order holding:

The Court finds that there is no genuine issue of material fact in dispute with respect to the validity of the 1987 employment agreement and that it is enforceable in accordance with its terms as a matter of law. The Court further finds that the 1987 contract is the operative contract between defendant Harris and Buddy Lee Attractions and that there are no valid defenses to the 1987 contract. Buddy Lee Attractions is, therefore, entitled to summary judgment as a matter of law as to the validity and effect of the 1987 employment agreement between Buddy Lee Attractions and defendant Harris.

Following a three week jury trial, the trial court, on September 5, 1997, submitted the case to a jury under a verdict form stating, in part, as follows:

A. BREACH OF CONTRACT

The Court instructs you that the 1987 Conditions of Employment between Buddy Lee Attractions and Joe Harris was a valid contract and was operative during the relevant periods of time at issue in this action. The Court further instructs that Joe Harris breached the 1987 Conditions of Employment when he represented Trisha Yearwood during his employ at William Morris Agency. These two elements of Buddy Lee Attractions' claim against the Estate of Joe Harris have been proven, and you, the jury, must not consider these elements.

It is obvious that if the trial court erred in holding the 1987 contract applicable as a matter of law, rather than submitting to the jury for factual determination, whether the 1987 agreement or the 1991 agreement governed the relationship between the parties, the jury verdict can not stand.

We have determined that the question of which contract controls is a question of fact for the jury and that the trial court erred in granting partial summary judgment and in charging the jury as set forth above.

The first issue on appeal, as stated by William Morris Agency, Inc., is:

I. Whether the lower court erred in granting summary judgment to Buddy Lee on the issue of whether the 1991 agreement superseded the 1987 agreement.

At the time of the jury trial all parties labored under the handicap caused by the death of defendant Joe Harris. In response to the motion for partial summary judgment, defendant Joe Harris filed an extensive affidavit on September 23, 1993. On August 7, 1995, the trial court granted partial summary judgment, holding as a matter of law that the 1987 contract was controlling. On January 20, 1996, Joe Harris died, and at trial his estate was unrepresented.

While the intervening death of Joe Harris may have presented serious evidentiary problems for the defendants at trial, they labored under no such handicap at the time of the partial summary judgment in August 1995. His affidavit conforms to Rule 56.06 of the Tennessee Rules of Civil Procedure and it, along with all other evidence in the record at the time partial summary judgment was granted, must be viewed in the light most favorable to the non-moving party, and all reasonable inferences to be drawn from such evidence must be construed in favor of the non-moving party. Byrd v. Hall, 847 S.W.2d 208, 210 (Tenn. 1993). If, after such consideration, a genuine issue of fact remains for trial, or if there is doubt as to whether or not such genuine issue remains for trial, the summary judgment must be overruled. Evco v. Ross, 528 S.W.2d 20, 24-25 (Tenn. 1975).

Because the granting of summary judgment involves a question of law, the decision of the trial court is not entitled to a presumption of correctness. Gonzales v. Alman Constr. Co., 857 S.W.2d 42, 44 (Tenn. App. 1993).

The affidavit of Joe Harris of September 23, 1993, asserted in part:

8. Buddy Lee called one day and I...