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June 24, 1994


The opinion of the court was delivered by: CHARLES H. TENNEY


 Plaintiff I.R.V. Merchandising Corp. ("I.R.V.") brings this diversity action against defendant Jay Ward Productions, Inc., alleging breach of contract, promissory estoppel, and tortious interference with prospective economic advantage. Defendant moves for summary judgment to dismiss the complaint under Fed. R. Civ. P. 56(b). The court finds that disputed questions of material fact exist, and the motion is denied in part and granted in part.


 The court derives the following recitation of facts from the affidavits and declarations of Mr. Irving Handelsman, Mrs. Ramona Ward and Ms. Tiffany Ward. Presented with a motion for summary judgment, the court resolves all disputed facts and reasonable inferences in favor of the non-moving party. Binder v. Long Island Lighting Co., 933 F.2d 187, 191 (2d Cir. 1991). This statement of facts is therefore relevant only to this motion, and does not resolve any of the disputed factual issues that may be presented at trial.

 I.R.V. is engaged in the business of licensing characters, copyrights and trademarks for a variety of businesses. Jay Ward Productions owns the copyrights and trademarks in several well-known cartoon characters. At issue in this dispute is the right to act as the licensing agent for many of Jay Ward Productions' popular and beloved characters, including Rocky the Flying Squirrel, Bullwinkle the Moose, Boris and Natasha, Dudley Do-Right, and several others ("the Ward Characters").

 On March 27, 1991, Mrs. Ramona Ward and Ms. Tiffany Ward, the two principals of Jay Ward Productions, met with Mr. Irving Handelsman, I.R.V.'s president, in order to discuss I.R.V.'s proposal to serve as the licensing agent for the Ward characters. I.R.V. had previously been the licensing agent for several of the Ward characters from 1969 until 1991, acting as the agent of Filmtel, a third party that licensed the Ward characters on behalf of Jay Ward Productions during this period. Sometime between March 14, 1991 and April 15, 1991, Filmtel and Jay Ward Productions reached an agreement by which Filmtel relinquished any future claims to license the Ward characters.

 Prior to the March 27 meeting, I.R.V. held preliminary telephone discussions with Ramona and Tiffany Ward outlining I.R.V.'s proposal. Mr. Handelsman claims that during these preliminary discussions, Ramona Ward assured him that I.R.V. would continue to act as the licensing agent for the Ward characters in the future. Declaration of Irving Handelsman at P 10. Handelsman also claims that both Ramona and Tiffany Ward were familiar with the business affairs of Jay Ward Productions, were aware of the terms of previous licensing agreements, and were "tough negotiators." Id. at P 13.

 Handelsman claims that he presented the Wards with a list of former and prospective licensees at the March 27 meeting, along with estimates of royalty income and a form licensing agreement that he intended to use with future licensees. Id. at P 15 & exh. 2. Ramona Ward then gave Handelsman records concerning prospective licensees whom she wanted Handelsman to contact. Id. at P 18 & exh. 4. The Wards emphasized that they wanted to maximize the licensing income generated by the Ward characters as quickly as possible, and encouraged Handelsman to proceed immediately in obtaining licenses. Id. at PP 16, 20-22.

 At this meeting, Tiffany Ward prepared a memorandum for I.R.V., which Ramona Ward signed. The memorandum was typed on Jay Ward Productions' letterhead and stated: *fn1"

March 27, 1991
Dear Irv:
This is to signify our intention to do business with I.R.V. Merchandising on an exclusive merchandising basis with the exception of three companies listed below. When we receive our lawyers go ahead per a contract to be signed and official written release from Peter Piech regarding merchandising rights we are prepared to pay at 25% commission on the first $ 500,000.00; 30% on the next million; 35% on the next $ 500,000.00 and 40% on everything over 2,000,000.00
Details of payments, accounting details, etc. to be included in the contract. This contract is to be effective March 27, 1991 for two years.
This intention to do business pertains to only to Bullwinkle, Rocky, Boris, Natasha, Mr. Peabody, Sherman, Dudley Do-Right, Aesop, ...

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