intended the 1988 settlement agreement to discharge "an unresolved obligation." See Stahl Management Corp. v. Conceptions Unlimited, 554 F. Supp. 890, 892 (S.D.N.Y. 1983).
For these reasons, both parties' motions for summary judgment on Count IV are denied.
D. COUNT V
Count V of the Complaint seeks rescission of the 1986 letter agreement relating to fight-film revenues on the ground that Cayton breached his fiduciary duties in inducing Tyson to sign the agreement. That agreement provided that Tyson would receive 66.6% of the income generated by Reel Sports' licensing of his fight films. Tyson alleges that Cayton induced him to sign the agreement by promising him that Tyson would own the films rather than merely receive royalty payments from their distribution. There is a clear dispute of fact as to whether Cayton ever made such an oral representation. Further, Cayton's executing the agreement was not, as a matter of law, a breach of his fiduciary duty. Both parties' motions for summary judgment on this Count are therefore denied.
E. COUNT VI
Count VI alleges breach of fiduciary duty by all the defendants, and requests that all contracts between defendants and Tyson be voided. Cayton argues that he is entitled to summary judgment on this count because its allegations duplicate those in the other counts. Tyson responds that the allegations in Count VI are conceptually different from allegations in the other counts, in part because stating the claim as one for tortious breach of fiduciary duty may entitle Tyson to punitive damages, Tyson Mem. at 151. Count VI is a mosaic of the factual disputes raised in the other counts. Therefore both parties' motions for summary judgment as to Count VI are denied.
F. COUNT VII
Count VII seeks rescission of Boxer-Manager Contract No. 4 on the ground that Tyson was fraudulently induced to enter into it. Cayton argues that he is entitled to summary judgment on this Count if defendants' motion for summary judgment on Count II was granted because Count VII would then be barred by an accord and satisfaction and res judicata. See Cayton Mem. at 55-56.
Count VII, which alleges fraudulent inducement of Boxer-Manager Contract No. 4, is the same claim that Tyson made in the June 1988 state-court litigation. Because the state action was settled in a written agreement and a stipulation of dismissal with prejudice was filed with the court, there was a judgment on the merits for res judicata purposes. See Nemaizer v. Baker, 793 F.2d 58, 60-61 (2d Cir. 1986). Thus, Tyson is barred from relitigating any claims that "would have been decided had the first action been fully litigated." Id. at 61.
Tyson responds that the claim is not barred because Cayton fraudulently concealed his lack of a manager's license. As part of their 1988 settlement agreement, however, Tyson and Cayton signed a release that stated:
we, William Cayton and Michael G. Tyson (Boxer) mutually release each other from any further liability under and by virtue of a certain contract entered into between us on the 12th day of February, 1988. We hereby agree that the said contract is to be considered cancelled and void and of no effect, this release to be effective from the date hereof.
This release voided Contract No. 4, and Tyson therefore cannot raise a claim under it. See Scribner Co. v. Estate of Fine, 161 A.D.2d 175, 554 N.Y.S.2d 881 (App. Div. 1990). Cayton's motion for summary judgment on Count VII is therefore granted.
Cayton's motion for summary judgment on Count II, on subparagraphs 64(c), (d), (e) and (g) of Count III, and on Count VII is granted. The remainder of Cayton's motion is denied. Tyson's cross-motion for partial summary judgment is denied in its entirety, as is his motion for summary judgment on defendants' counterclaims, that issue not having been briefed.
The parties are to be ready for trial as of March 23, 1992. A copy of the Court's pretrial requirements is appended to this Opinion for the parties' convenience.
Dated: New York, New York
January 22, 1992
JOHN F. KEENAN
United States District Judge