Gibson Found. v. Norris
| Decision Date | 25 May 2022 |
| Docket Number | Civil Action 1:20-cv-10682-IT |
| Parties | GIBSON FOUNDATION, INC., Plaintiff, v. ROB NORRIS, d/b/a The Piano Mill, Defendant. |
| Court | U.S. District Court — District of Massachusetts |
GIBSON FOUNDATION, INC., Plaintiff,
v.
ROB NORRIS, d/b/a The Piano Mill, Defendant.
Civil Action No. 1:20-cv-10682-IT
United States District Court, D. Massachusetts
May 25, 2022
MEMORANDUM & ORDER
Indira Talwani United States District Judge
In its Amended Complaint [Doc. No. 61], Plaintiff Gibson Foundation, Inc. (“Foundation”) brings claims against Defendant Rob Norris, doing business as the Piano Mill, for (1) breach of contract, (2) breach of bailment, and (3) conversion. In his counterclaim, Norris brings claims for (1) declaratory judgment, (2) equitable relief and (3) abuse of process. All these claims arise from a dispute over the ownership of a piano. Foundation asserts that the piano was loaned to Norris, while Norris counters that he was told he could have the piano outright if he successfully moved it from New York. Now before the court are the parties' cross-motions for summary judgment. Mots. for Summ. J. [Doc. Nos. 99, 101]. For the following reasons, Norris's motion is GRANTED, and Foundation's motion is GRANTED IN PART and DENIED IN PART.
I. Factual Background
Having reviewed the parties' statements of undisputed facts, exhibits, and objections, the court summarizes the facts as follows, noting the areas of dispute.
A. The Subject Piano
Baldwin Piano & Organ Company (“Baldwin”) is an American piano brand. Gueikian Aff. ¶ 5 [Doc. No. 101-13]. In the 1980s, Baldwin custom made two model SD-10 concert grand pianos for Liberace, an American pianist, singer, and actor. Piano Appraisal 2 [Doc. No. 99-4]. One of the two pianos-the subject of this dispute-has the serial number 255848. Id.
B. Foundation's Claim of Ownership of the Subject Piano
In 2001, Baldwin filed for bankruptcy. Asset Purchase Agreement 2 [Doc. No. 101-15]. As part of the bankruptcy proceedings, General Electric Capital Corp. (“GE”) and Baldwin effected an asset purchase agreement in which GE agreed to purchase “substantially all” of Baldwin's assets. Id. The asset purchase agreement contemplated the sale of Baldwin's “personal property” but also specified that certain categories of personal property, including personal property located in Greenwood, Mississippi, would be excluded from the sale. Id. at 2-3. The agreement did not identify whether any pianos were included among the personal property being sold to GE. See id. In November 2001, GE assigned its rights, title, and interest in the asset purchase agreement to Gibson Piano Ventures, Inc. (“Gibson Piano Ventures”), Assignment 2 [Doc. No. 101-16], and designated Gibson Piano Ventures as the buyer of Baldwin and its assets, Bill of Sale [Doc. No. 101-17].
Cesar Gueikian is the President of Gibson Brands, Inc. (“Gibson”). Gueikian Aff. ¶ 3 [Doc. No. 101-13]. Gueikian believes that Gibson acquired the piano through the 2001 purchase of “Baldwin and all of the assets, ” but he is unaware of the existence or location of any inventory documents that show the subject piano coming into Gibson's possession. Gueikian Depo. 45 [Doc. No. 101-12]. The record contains no evidence explaining the relationship between Gibson and Gibson Piano Ventures. Baldwin has been a subsidiary of Gibson since 2001. Gueikian Aff. ¶ 5 [Doc. No. 101-13].
Foundation is also a subsidiary of Gibson. Id. at ¶ 4. On November 19, 2019, Gibson reportedly donated the subject piano to Foundation. Nov. 19, 2019 Letter [Doc. No. 101-11].
C. Norris's Possession of the Subject Piano
On June 20, 2011, Baldwin's business development manager, Tom Dorn, emailed several people including Norris about the immediate availability of two, new model BD275/BH275 concert grand pianos from Baldwin Dongbei. Gueikian Aff. ¶ 17 [Doc. No. 101-13]; Emails 12 [Doc. No. 101-14]. Norris responded that the “Piano Mill would still very much like to have a Baldwin concert grand to use for symphony rentals and promotional opportunities” but that he was “not currently in a position to shell out the 30k to purchase one outright.” Emails 13 [Doc. No. 101-14]. He then mentioned that his business partner was connected to several international touring acts, such as Bob Segar, and wondered whether Dorn might be able to come up with a “creative arrangement” to help both the Piano Mill and Baldwin gain exposure. Id. Dorn responded that such an arrangement was “beyond [his] scope” but that he would forward Norris's email to someone in Gibson's entertainment relations department. Id. Norris thanked Dorn and added as “just another thought” that the Piano Mill had a full service restoration shop, and that “[i]f there was a road worn concert grand in Baldwin[']s stable, ” Norris would be able to do any restoration required “to get it to concert level play and back on the road.” Id.
According to Norris, at some point after his email exchange with Dorn, Dorn called and said that Gibson had a Baldwin model SD-10 that Norris might be interested in and gave him the number for Jim Felber, an employee in Gibson's entertainment relations department. Emails 3, 13 [Doc. No. 101-14]; Norris Depo. 25 [Doc. No. 99-3]. Norris and Felber then had several phone calls, during which Felber told him that the subject piano was on the seventh floor of the Manhattan Center in the Hammerstein ballroom, which was being renovated. Norris Depo. 27 [Doc. No. 99-3]; Pl's Req. for Admissions Resp. No. 20 [Doc. No. 99-2]. Norris claims that
Felber told him that the piano would be “all yours” if Norris could remove it by the end of the week. Norris Depo. 26 [Doc. No. 99-3].[1]
On July 11, 2011, Norris's contractors moved the subject piano from the Hammerstein ballroom to his restoration shop in Hampton, Massachusetts. Id. at 27-28; Emails 14 [Doc. No. 99-5]. The summary judgment record contains no evidence of any written agreement between Gibson (or any related party) and Norris regarding either a sale of the subject piano or a bailment.
D. Communications and Events Between 2011 and 2014
Three days after moving the subject piano, Norris emailed Dorn and Felber to let them know that the piano had been safely moved and thanking them for “this opportunity.” Emails 15 [Doc. No. 99-5]. Norris told them that the Piano Mill wanted to use the subject piano “in conjunction with promotional Baldwin sales, as well as occasionally renting it out to name acts, ” and that he would keep Dorn and Felber “apprised of any such happenings.” Id. Norris also informed them that the piano had “seen some road wear” and asked whether it would be “okay to make some cosmetic repairs as well as to do some fine regulation to the action.” Id. Felber responded that he was “OK with repairs and aware of missing pieces.” Id. at 25.
In 2013, the subject piano was the topic of a local news story entitled “Liberace's rhinestone piano resides in Rockland, [Massachusetts].” Letter & Exhibits 7-9 [Doc. No. 101-6]. The article stated that the subject piano had been temporarily installed in the lobby of the Time Warner Center to promote “Behind the Candelabra, ” a Steven Soderbergh biopic about Liberace. Id. at 8. Norris states that he, not Gibson, orchestrated the loan of the subject piano to the Time Warner Center. Norris Depo. 34 [Doc. No. 104-15].[2]
The article also quotes Norris as saying that he is the subject piano's “indefinite custodian.” Letter & Exhibits 8 [Doc. No. 101-6]. Foundation asserts that this is an admission that Norris did not own the piano. Id. at 2. Norris claims that this was a reference to his mortality and that he always states that the “true owners” of a piano are “its fans.” Norris Depo. 54 [Doc. No. 101-2]; Norris Decl. [Doc No. 104-14].
Throughout this period, the subject piano remained in Norris's possession, and no request was made by Gibson or anyone else for its return. Pl's Interrogatory Resp. Nos. 24-25 [Doc. No. 99-2].
E. Piano Mill Showroom Roof Collapse and Gibson's Request for Return of the Subject Piano
On February 10, 2015, the roof of the Piano Mill's Rockland store collapsed, and the disaster drew significant media attention. Emails 7 [Doc. No. 101-14]. In the aftermath, Norris
told the Associated Press that the subject piano was valued at $500, 000, and this estimate was subsequently repeated across media outlets. Id.
The next day, Dorn emailed Norris to say that he was sorry to hear about the collapse and asking Norris to give him a call. Id. at 9. Dorn explained that he was getting a lot of questions about the subject piano “because . . . [he] just learned Monday evening that Gibson wanted to move the piano back to [New York] because they have upcoming promotions on Broadway.” Id. Norris replied that the subject piano was “unscathed, ” and Dorn thanked Norris for “all [he] ha[d] done to take care of [it]” and informed Norris that “Gibson [would] want to move it quickly” and that Dorn would get back to him with details as soon as possible. Id. at 8.
On February 12, 2015, Norris emailed Dorn, telling him that the building had been declared a total loss and needed to be completely leveled and that there was approximately $800, 000 to $1, 000, 000 in inventory still inside. Id. He then “propose[d] an idea-Would the folks at Gibson be willing to have the [subject piano] auctioned off with the proceeds donated to Piano Mill[']s reconstruction and restoration of all the other pianos[?]” Id. at 8. Norris noted that there would “probably never be a better time for this considering all the national press” and that “it sure would be great press for Gibson.” Id. Dorn said that he would mention Norris's idea to Gibson's entertainment relations division but that he strongly suspected they would not be willing to auction off the piano, since “it is an asset that is valued at approximately $500K that is irreplaceable.” Id. Dorn also asked whether, when Norris originally picked up the piano, Felber had had him sign a loan agreement because the Gibson office in Nashville was asking about it, and...
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