Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

SCHLAIFER NANCE & CO., v. ESTATE OF WARHOL

May 16, 1991

SCHLAIFER NANCE & COMPANY, INC., PLAINTIFF,
v.
THE ESTATE OF ANDY WARHOL, DEFENDANT.



The opinion of the court was delivered by: Stanton, District Judge.

The defendant Estate of Andy Warhol (the "Estate") moves for summary judgment dismissing, or in the alternative for an order staying, this contract action brought against it by Schlaifer Nance & Company, Inc. ("SNC").

The motion is denied. The stay of discovery in this action, in effect since March 6, 1991, is vacated.

BACKGROUND

In a November 1987 licensing agreement (the "Licensing Agreement") the Estate granted SNC exclusive rights to license Warhol's artwork, trademarks and copyrights (sometimes collectively referred to as "Warhol works") to third parties for use on various products ("Licensed Products").

The Licensing Agreement contains a limited arbitration clause, which requires disputes under some sections of the agreement to be arbitrated, and thus leaves those under other sections to be litigated. Certain rights, duties and representations in the Licensing Agreement, particularly the Estate's duties and representations regarding Warhol works, are set forth both in sections which are subject to arbitration (see Licensing Agreement § 13) and in others which are not (see id. §§ 2(a), (b), 4(b), 8(a), 9(iv), (vi)).

In February 1990 SNC sued the Estate, Schlaifer Nance & Co. v. Estate of Warhol, 742 F. Supp. 165 ("Warhol I"), claiming that the Estate had fraudulently induced it into the Licensing Agreement, and had breached the Agreement by false representations, by refusing to approve the sale of Licensed Products, and by permitting other entities to sell Licensed Products, among other things.

The parties are proceeding on some of the Warhol I issues before a panel of three arbitrators in Atlanta, Georgia (the "arbitration").

In discovery related to Warhol I, the Estate produced to SNC a copy of a September 29, 1989 agreement between the Estate's principal beneficiary, the Andy Warhol Foundation for the Visual Arts, Inc. (the "Foundation"), The Dia Art Foundation and the Carnegie Institute (the "Museum Agreement"). It provided for the establishment of an "Andy Warhol Museum," which has not yet occurred.

SNC claimed to the arbitrators that the Estate violated arbitrable provisions of the Licensing Agreement when, in the Museum Agreement, it granted rights to Warhol works.

Without objection from the Estate, SNC has introduced the Museum Agreement into evidence before the arbitrators, as well as testimony concerning the prospective sale of Licensed Products at the Warhol Museum and whether the Museum Agreement breached the Licensing Agreement. However, the panel has excluded testimony respecting the value of the trademark, "The Andy Warhol Museum" (the "Museum Trademark"), holding that although SNC had asserted damage claims for the Estate's prospective permission for the Museum's sale of Licensed Products, SNC had not in the arbitration claimed that transferring the Museum Trademark breached the Licensing Agreement.

Accordingly, SNC brought this action ("Warhol II"), alleging that the Museum Agreement violated its rights under various nonarbitrable provisions of the Licensing Agreement, including "the right to produce or license others to produce Licensed Products and the right to register, own and use the trademark, `The Andy Warhol Museum.'" (Warhol II Complaint ¶ 28). SNC also sues for anticipated future violations of those rights, as well as breach of its right of first refusal under the Licensing Agreement. It further claims that the Estate failed to give it proper notice of transfer to the Foundation of its rights under the Licensing Agreement.

DISCUSSION

I. Summary Judgment

Under Fed.R.Civ.P. 56, summary judgment shall be granted "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). Purely legal questions, such as the application of claim preclusion rules here, are properly resolved ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.