of the Agreement. She did nothing until July while she waited for Dekel to call her. In July, Ms. Doherty met with her father and the general counsel of TOR's parent corporation, St. Martin's Press. (Tr. October 12, 1994 at 57-76.) It may have only been at this meeting that anyone at TOR actually began to understand that Saban may have violated the Agreement.
These actions constitute delay on the part of TOR. This delay allowed an extensive network of licensing rights to develop between Saban and third parties. Saban (and the third parties) would be prejudiced if the Court interfered with these licenses. There is nothing in the record to suggest bad faith on the part of Saban. The contract was inartfully drawn and each party interpreted its meaning favorably to itself. It can not be said that Saban intended in bad faith to breach the Agreement when it licensed publishing rights to parties other than TOR. Had TOR acted more quickly, the parties might have been able to resolve their differences and Saban might not have entered into the existing licensing arrangements. Given the absence of bad faith on Saban's part and TOR's lack of diligence, the Court will not interfere with existing licensing arrangements.
TOR has demonstrated a likelihood of succeeding on the merits. The Court has concluded that "juvenile story books" is a broad term encompassing most books with a narrative designed to appeal to children. Many of the books licensed by Saban fit within that definition. The junior novelizations published by Parachute Press are only the clearest example of Saban's breach. Because Saban has demonstrated its desire to license these books and has not offered TOR the rights, Saban has breached the Agreement.
The Court need not determine which books are covered by the Rider. The Rider provides that if Saban "desires to license the publishing rights to additional juvenile story books," which its actions have demonstrated it does, and offers the rights to TOR, which it should have, then paragraph 21 is triggered and Saban is prohibited from licensing other publishers to publish books, other than comic books, coloring books and activity books based on the Power Rangers. Therefore the issue is not which books are "juvenile story books" but rather which are expressly exempted by the rider to paragraph 9(e). Thus, if Saban licenses TOR to publish any books, then TOR must publish all books Saban desires to publish except for coloring books, comic books and activity books.
TOR's motion for a preliminary injunction is granted to the extent set forth. The Court finds that when, in circumstances such as those in the present case, the supplier of a unique, lucrative, and possibly short-lived property refuses to supply that property in breach of a contract, the distributor is entitled to an injunction compelling performance.
Saban is enjoined:
(a) to offer to TOR the right to publish a juvenile story book based on the Power Rangers, as provided in the Rider;
(b) to offer to TOR the right to publish a juvenile story book based on any characters, artwork and/or literary, television, motion picture or theatrical properties owned or controlled by Saban if, during the term of the Agreement, Saban desires to license the publishing rights to a narrative designed to appeal to children based thereon; and
(c) from entering into any further licenses, or in any way expanding or extending any existing licenses, to any party other than TOR, of the right to publish any book based on the Power Rangers.
TOR's motion is otherwise denied. TOR's application for an expedited trial is denied. Submit order in accordance with above, with suggestions as to bond, on four days' notice.
Dated: New York, New York
November 21, 1994
LAWRENCE M. McKENNA