Renner v. Estate of Siegel
| Decision Date | 14 May 2015 |
| Docket Number | No. 101861,101861 |
| Citation | 2015 Ohio 1839 |
| Parties | RENNER, OTTO, BOISSELLE & SKLAR, L.L.P. PLAINTIFF-APPELLANT v. THE ESTATE OF MICHAEL SIEGEL DEFENDANT-APPELLEE |
| Court | Ohio Court of Appeals |
ATTORNEYS FOR APPELLANT
Steven M. Ott
Amanda A. Barreto
Ott & Associates Co., L.P.A.
1300 E. Ninth Street
Suite 1520
Cleveland, Ohio 44114
ATTORNEYS FOR APPELLEE
Gerald A. Berk
L. Christopher Coleman
Patrick J. Ebner
Steuer, Escovar, Berk & Brown Co., L.P.A.
{¶1} Appellant, Renner, Otto, Boisselle & Sklar, L.L.P. ("Renner"), appeals the dismissal of its suit against appellee, the estate of Michael Siegel, for legal fees. Renner argues that the court erred in granting the estate partial summary judgment and in denying its motion for reconsideration given the intervening decision of a federal appellate court in related litigation. After a thorough review of the record and law, we reverse and remand.
{¶2} In the early 1930s, Jerome Siegel and Joseph Shuster created the iconic comic book character Superman. The pair sold their interest in the intellectual property, including other characters that populated the Superman universe, to D.C. Comics for $130 in 1938. Joanne Siegel, Jerome's widow, and his daughter, Laura Siegel Larson, used Section 304(c) of the Copyright Act of 19761 to renegotiate the rights to Superman, Superboy, and other intellectual property in 1997. Michael Siegel, Jerome's son from a previous marriage, and Laura's half-brother, did not participate in the litigation that resulted.
{¶3} The litigation taking place in California had a great impact on the current litigation. The following facts were determined by the federal district court in Siegel v. Warner Bros. Entertainment, Inc., 542 F.Supp.2d 1098 (C.D. Cal.2008):
On April 3, 1997, the two heirs served seven separate notices of termination under section 304(c) of the 1976 Act, purporting to terminate several of Siegel's potential grant(s) in the Superman copyright to [D.C. Comics and Warner Brothers Entertainment, Inc.,] including the March 1, 1938, assignment; the May 19, 1948, stipulation; and the December 23, 1975, agreement.
* * *
Not long after the termination notices' effective date passed, the Siegel heirs retained new counsel and the parties re-entered into settlement discussions to resolve their respective claims to the Superman copyright. * * *
At some point the broad outline of a global settlement concerning the copyright to the Superman material, as well as to other works Siegel either authored or contributed material to Detective Comics (notably, Superboy and The Spectre properties), was reached. Specifically, on October 19, 2001, counsel for Joanne Siegel and Laura Siegel Larson sent a six-page letter to Warner Bros.' General Counsel confirming and summarizing the substance of the settlement. The letter concluded that "if there is any aspect of the above that is somehow misstated, please let me know by [October 22, 2001] at 2:00, as I will be out of the office — and likely difficult to reach — for the following four weeks." (Decl. Marc Toberoff, Ex. BB).
A week later, on October 26, 2001, Warner Bros.' General Counsel John Shulman responded with a letter, stating that he had "reviewed" the summary set forth in the October 19 letter, and then "enclose[d] * * * a more fulsome outline of what we believe the deal we've agreed to is"; the outline was five pages long. (Decl. Marc Toberoff, Ex. CC). The letter concluded that Warner Bros. was "working on the draft agreement" so as to "have this super-matter transaction in document form." (Decl. Marc Toberoff, Ex. CC).
A few months later, on February 1, 2002, outside counsel for Warner Bros. provided a copy of the promised draft agreement (spanning fifty-six pages), with the proviso that, "[a]s our clients have not seen this latest version of the agreement, I must reserve their right to comment." (Decl. Marc Toberoff, Ex. DD). Mention was also made in the draft agreement for the need of certain "Stand Alone Assignments" that had as yet not been finalized, something which Warner's outside counsel promised would be forthcoming. (Decl. Marc Toberoff, Ex. DD).
Three months later, on May 9, 2002, Joanne Siegel wrote a letter to Time Warner's Chief Operating Officer Richard Parsons, recounting that she and her daughter had "made painful concessions and reluctantly accepted John Shulman's last [settlement] proposal [in October, 2001]," but upon reading the proposed draft agreement learned that they had been "stabbed in the back," as it "contained new, outrageous demands that were not in the [October, 2001] proposal," such as "condition[ing] recei[pt of] financial compensation for our rights on demands which were not in the proposal we accepted." (Decl. Michael Bergman, Ex. Z). The letter concluded that "[a]fter four years we have no deal and this contract makes an agreement impossible." (Decl. Michael Bergman, Ex. Z).
Time Warner's CEO quickly responded with a letter of his own on May 21, 2002, expressing shock and dismay as "each of the major points covered in the draft agreement * * * accurately represented the agreement previously reached" by the parties. (Decl. Michael Bergman, Ex. AA). The letter continued by acknowledging that, as with all lengthy negotiations, Time Warner "expected" that the submission of the draft agreement would result in further "comments and questions on the draft" by Siegel family' representatives that "would need to [be] resolve[d]." (Decl. Michael Bergman, Ex. AA). The letter concluded by reaffirming Time Warner's continued interest "that this agreement can be closed based upon the earlier discussions with [the Siegel family's] lawyers." (Decl. Michael Bergman, Ex. AA).
{¶4} Joanne and Laura then initiated an action in federal district court on October 8, 2004, seeking to enforce the termination notices sent in 1997. Relevant to this appeal, the district court found that no valid settlement agreement existed between the parties. Id. at 1139.
{¶5} Under the statutory scheme, Michael would gain a passive 25-percent interest in copyrighted works after termination. Therefore, to protect his interest in the negotiations,2 Michael retained Renner. On December 26, 1997, Michael signed a contingency fee agreement entitling Renner to 33 percent of all proceeds derived from Michael's present and future interests in any copyrighted work related to Superman. Renner asserts that it expended considerable time and resources in protecting Michael's interests during the negotiations that took place.
{¶6} On January 17, 2006, Michael died. He had no will and any interest he had in the rights to Superman passed to his half-sister, Laura. On April 3, 2006, Michael's estate fired Renner. Renner filed suit against Michael's estate in the common pleas court on April 6, 2007, seeking to enforce the contingency fee agreement. It sought 33 percent of whatever funds would be received by the estate for the rights that were thesubject of the litigation in California. Renner also sought to be reimbursed for expenses and additional fees it was entitled to under the fee agreement with Michael. The estate answered and later filed a motion for partial summary judgment on March 5, 2009. There, the estate argued that Renner was not entitled to enforce the agreement, but may be entitled to recovery based on quantum meruit.3
{¶7} The trial court granted the estate's motion for partial summary judgment on September 17, 2010. The court found that prior to Michael's death, the contingency that the fee agreement was based on did not occur. Therefore, Renner was entitled only to recover based on quantum meruit. The trial court set the remaining issues for trial.
{¶8} On May 6, 2011, Renner filed a motion to continue the trial date indicating that settlement negotiations were ongoing. On December 27, 2011, the trial court dismissed the case with prejudice, stating, "[u]pon advice of counsel case is hereby settled and dismissed with prejudice subject to a more definite journal entry to follow." No agreement or further journal entry was ever filed with the court.
{¶9} On April 17, 2014, Renner filed a motion for reconsideration seeking to vacate the earlier dismissal with prejudice and decision on summary judgment. A development in the federal litigation had prompted Renner to revisit the earlier rulings. On January 10, 2013, the Ninth Circuit Court of Appeals reversed the district court'sgrant of summary judgment in favor of Laura.4 Larson v. Warner Bros. Entertainment, 504 Fed. Appx. 586 (9th Cir.2013). The Ninth Circuit found that the 2001 agreement contained all the essential terms for a contract under California law and was binding. Id. at 588.
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