Assignment:
Vian v. Carey 1993 U.S. Dist. Lexis 5460 (U.S. Dist. Ct. S.D.N.Y. 1993)
Judge Mukasey Defendant Mariah Carey is a famous, successful and apparently wealthy entertainer. Plaintiff Joseph Vian was her stepfather before she achieved stardom, but at the start of this litigation was in the process of becoming divorced from defendant's mother. He claims defendant agreed orally that he would have a license to market singing dolls in her likeness. . . . Plaintiff claims that he and Carey had an oral contract for him to receive a license to market "Mariah dolls." These dolls would be statuettes of the singer and would play her most popular songs. Plaintiff claims that the contract was in consideration of his financial and emotional support of defendant, including picking her up from late-night recording sessions, providing her with the use of a car, paying for dental care, allowing her to use his boat for business meetings and rehearsals, and giving her various items, including unused wedding gifts from his marriage to her mother, to help furnish her apartment.
The alleged basis of the oral contract is that on at least three occasions, twice in the family car and once on Vian's boat, Vian told Carey, "Don't forget the Mariah dolls," and "I get the Mariah dolls." According to Vian, on one occasion Carey responded "okay" and on other occasions she merely smiled and nodded. Although Carey admits Vian mentioned the dolls two or three times, she testified that she thought it was a joke. For 30 years plaintiff has been in the business of designing, producing, and marketing gift and novelty items. Although it is not clear from the evidence the parties have submitted, it will be assumed that the alleged contract was formed after defendant turned 18. Under New York law, an oral agreement can form a binding contract. . . . In determining whether a contract exists, what matters are the parties' expressed intentions, the words and deeds that constitute objective signs in a given set of circumstances.
Therefore, the issue is whether the objective circumstances indicate that the parties intended to form a contract. Without such an intent, neither a contract nor a preliminary agreement to negotiate in good faith can exist. In making such a determination, a court may look at "whether the terms of the contract have been finally resolved." In addition, a court may consider "the context of the negotiations." Plaintiff has adduced no evidence that defendant ever intended by a nod of her head or the expression "okay" to enter into a complex commercial licensing agreement involving dolls in her likeness playing her copyrighted songs. The context in which this contract between an 18-year-old girl and her stepfather allegedly was made was an informal family setting, either in the car or on plaintiff's boat, while others were present. Vian's own version of events leads to the conclusion that there was no reason for Carey to think Vian was entirely serious, let alone that he intended to bind her to an agreement at that time. He admits he never told her he was serious.
The objective circumstances do not indicate that Carey intended to form a contract with plaintiff. Although plaintiff's five-page memorandum of law fails to raise the possibility, plaintiff also has not shown that Carey intended to be bound to negotiate with plaintiff at some later date over the licensing of "Mariah dolls." There can be no meeting of the minds, required for the formation of a contract, where essential material terms are missing. Thus, even if the parties both believe themselves to be bound, there is no contract when "the terms of the agreement are so vague and indefinite that there is no basis or standard for deciding whether the agreement had been kept or broken, or to fashion a remedy, and no means by which such terms may be made certain." . . . The word "license" was not even used. As defendant points out, no price or royalty term was mentioned, nor was the duration or geographic scope of the license, nor was Carey's right to approve the dolls. Plaintiff admits he would not have gone ahead without defendant's approval, thus conceding the materiality of that term.
In sum, plaintiff has not raised a triable issue of fact as to the existence of a contract. Defendant's motion for summary judgment is granted.
Questions
1. Why did the court find for Carey?
2. As noted in the text, in UCC cases judges fill in contract terms where the parties clearly intended a deal. Should the court here fill in the missing terms to provide the necessary definiteness? Explain.
3. Pilgrim Village Company had employed Petersen as a construction manager at a specified annual salary and "a share of the profits." Petersen worked at salary for several years and then asked for a 10 percent share of the profits. The company refused, and Petersen sued seeking "some share of the profits." How should the court rule on Petersen's claim? Explain. See Petersen v. Pilgrim Village, 42 N.W.2d 273 (Wis. S.Ct., 1950).