The opinion of the court was delivered by: Michael Mukasey, Chief Judge, District
In this diversity action, B. Lewis Productions, Inc. ("BLP") sues Maya Angelou for breach of fiduciary duty and breach of contract. BLP also sues Hallmark Cards, Inc. ("Hallmark") for tortious interference with a contract and for aiding and abetting Angelou's breach of fiduciary duty. Angelou counterclaims, alleging fraud and unilateral mistake against both BLP and its president, Butch Lewis. Angelou and Hallmark move for summary judgment dismissing the claims against them. BLP and Lewis cross-move for partial summary judgment dismissing Angelou's counterclaims. For the reasons set forth below, all motions are granted.
The following facts are undisputed except as described otherwise. Angelou is a resident of North Carolina and a renowned poet. (Compl. ¶¶ 1; 4) BLP is a New York corporation with its principal place of business in New York City. (Id. ¶ 3) Butch Lewis is the president and owner of BLP. (Id.) Hallmark is a Missouri corporation with its principal place of business in Kansas City, Missouri. (Id. ¶ 5)
On November 22, 1994, BLP sent Maya Angelou a letter ("the Letter"). (Angelou's 56.1 ¶ 2; BLP's 56.1 ¶ A.2) The Letter, eventually signed by both parties, stated:
This letter agreement made between B. Lewis
Productions, Inc. . . . and Maya Angelou . . .,
sets forth the understandings of the parties with
reference to the following:
1. The parties will enter into a joint venture
(Venture), wherein ANGELOU will exclusively
contribute original literary works (Property) to the
Venture and BLP will seek to the exploit the rights
for publishing of said Property in all media forms
including, but not limited to greeting cards,
stationary, and calendars, etc.
2. BLP will contribute all the capital necessary to
fund the operation of the Venture.
3. Angelou will contribute, on an exclusive basis,
original literary works to the Venture after
consultations with and mutual agreement of Butch
Lewis, who will be the managing partner of the
4. The Venture shall own the copyrights to all of
Angelou's contributions to the Venture.
(a) If any of the subject copyrights do not produce
any income for a consecutive five (5) year period as
a result of the exploitation referred to in paragraph
1 herein then the ownership of these copyrights shall
revert to Angelou exclusively.
5. The name of the Venture shall be mutually agreed
6. Gross Revenue shall be distributed and applied in
the following order:
(a) Return of BLP's capital contribution.
(b) Reimbursement of any and all expenses of the
(c) Balance (net profits) to be shared equally
between BLP and Angelou.
(d) Angelou shall have the right at any time, upon
reasonable notice, to inspect all records including
but not limited to the financial records of the
This Agreement shall be binding upon the
parties until a more formal detailed agreement is
(Inwald Aff. Ex. D)
Angelou's version of the events that preceded placement of her signature on the Letter is as follows: During the late summer or early autumn of 1994, Lewis met with Angelou at her home in Winston-Salem, North Carolina to solicit her interest in a business arrangement involving the licensing of Angelou's' writings for use in greeting cards and related products. Angelou disclaimed any interest in such a business venture, but said she would consider such an arrangement with Lewis in order to assist him in achieving his expressed goal of changing his life by leaving the business of prize fight promotion and engaging in other business.
On or about September 1, 1994, Lewis sent a draft letter agreement between BLP and Angelou to Robert W. Brown, a personal friend of Angelou's. Brown determined that the letter contained provisions that would be unacceptable to Angelou, including a provision pursuant to which the copyrights to certain literary works would be owned by the joint venture between Angelou and BLP rather than by Angelou. On or about October 13, 1994, Brown sent Lewis proposed written revisions to the draft on behalf of Angelou that addressed these and other problems. Lewis agreed to the proposed changes and promised to incorporate them into the agreement. In reliance on Lewis's assurances, Brown advised Angelou that an agreement in principle had been reached with Lewis. In fact, as Angelou now sees it, Lewis made only minor changes to the draft. He did not make any of the material changes proposed by Brown, and did not send further drafts to Brown. On or about November 22, 1994, Lewis presented Angelou with the Letter, falsely assuring her that it was in the form approved by Brown. Angelou signed the Letter. (See Am. Answer and Countercls. ¶¶ 50-56; Angelou's Reply 56.1 ¶¶ 6-7)
Lewis admits that he sent Brown a draft agreement and that Brown proposed changes to the agreement. However, he claims the changes he made to the Letter were consistent with Brown's recommendations. He asserts also that Angelou read the Letter and assented to its terms before signing it, and that Angelou understood when she signed the agreement that BLP would pursue a license agreement with a card or calendar company to use her literary works. (See Reply to Am. Countercls. ¶¶ 5-8; BLP's Hallmark 56.1 ¶ 2)
Angelou concedes that she read the Letter before she signed it. (See Eisenstein Decl. Ex. 1, Angelou Dep. at 31-32) However, she says she did not agree with BLP on the terms of the Letter, including the term whereby Angelou would assign the rights to her literary works to a joint venture. (Angelou's Reply 56.1 ¶ 6; Inwald Suppl. Aff. Ex. B, Angelou Aff. ¶¶ 3-6) Angelou says also that she signed the Letter in reliance on Lewis's assurance that it was in the form approved by Brown, and that, had she known the document was not in that form, she would not have signed it. (Angelou's Reply 56.1 ¶ 6; Inwald Suppl. Aff. Ex. B, Angelou Aff. ¶¶ 3-6)
B. Lewis's Dealings with Hallmark
Between 1994 and 1997, BLP negotiated with Hallmark on Angelou's behalf. (Angelou's 56.1 ¶ 7; BLP's 56.1 ¶ A.7; Hallmark's 56.1 ¶ 10) In March 1995, Hallmark contacted Helen Brann, Angelou's long-time literary agent. Hallmark's representative explained that "we have been working with Butch Lewis who is representing himself as Ms. Angelou's agent for her `new' writings," and requested Brann's direction as to the licensing of Angelou's previously-published writings. (Hallmark's 56.1 ¶ 13; BLP's 56.1 ¶ A.13) Hallmark claims that Brann said she did not know who Lewis was. (Hallmark's 56.1 ¶ 14)
During the Spring of 1996, Hallmark asked for proof that Lewis had authority to act on Angelou's behalf. (Hallmark's 56.1 ¶ 15; BLP's 56.1 ¶ A.15) Lewis did not show the Letter to Hallmark. (Hallmark's 56.1 ¶ 16; BLP's ¶ A.16) Instead, on June 19, 1996, Maya Angelou sent a letter to BLP that said: "This will confirm that Butch Lewis Productions, Inc. (BLP) has the exclusive right to represent Dr. Maya Angelou for the exploitation of her work product in the area of greeting cards, stationery, calendars, etc. as per the contract executed by BLP and Dr. Angelou dated November 22, 1994 which is still in full force and effect." (Inwald Aff. Ex. E) BLP delivered Angelou's letter to Hallmark. (Hallmark's 56.1 ¶ 18; BLP's 56.1 ¶ A.18)
The negotiations between BLP and Hallmark resulted in a draft license agreement (the "Proposed License Agreement") between Hallmark and Angelou. (Angelou's 56.1 ¶ 7; BLP's 56.1 ¶ A.7; Hallmark's 56.1 ¶ 21) On March 2, 1997, Hallmark sent the Proposed License Agreement to Lewis with a cover letter that said: "Enclosed please find . . . execution copies of the Maya Angelou License Agreement. . . . Please execute each of the three originals and upon countersignature by Hallmark Cards, I will issue an advance check for $50,000."*fn1 (Inwald Aff. Ex. F) The Proposed License Agreement specified that "the only rights granted [to Hallmark] herein are those of future intellectual works Dr. Angelou will specifically create for this venture and shall not include rights to any of Dr. Angelou's prior works." (Id. at 1) The Proposed License Agreement specified also that the agreement would last from March 1, 1997 to December 31, 2000. (Id. at 4)
On April 9, 1997, Lewis and Joy Farrell visited Angelou and Brown in North Carolina to discuss the Proposed License Agreement. (BLP's 56.1 ¶ B.9; Eisenstein Decl. Ex. 1, Angelou Dep. at 252) According to BLP, Lewis and Farrell then met with Brann in New York, and Brann promised to discuss the Proposed License Agreement with Angelou and get back to BLP about it. (BLP's 56.1 ¶ B.9) In a letter dated May 5, 1997, Brann told Lewis that "it is not going to work out now for Dr. Maya Angelou to make any deal with Hallmark Cards." (See Weiner Aff. Ex. V) Brann cited Angelou's "unique and long-lasting" relationship with Random House and a recently completed deal with Random House for Angelou's future work as reasons why Angelou would not enter into an agreement with Hallmark. (Id.) The Proposed License Agreement was never executed. (Inwald Aff. Ex. F, at 7)
BLP asserts that, after receiving the Letter from Brann, Lewis met with Angelou, who said she would deal with the Hallmark license agreement after the New Year in 1998. (BLP's 56.1 ¶ B.14) In February 1998, BLP claims that Angelou told Lewis that "as soon as she gets everything off her table . . . she would sign the [Hallmark] deal and be prepared to move forward." (BLP's 56.1 ¶ 15; Inwald Aff. Ex. I, Lewis Dep. at 149-50) BLP claims further that Lewis attempted to get Angelou to sign the licensing agreement one last time in 1999, but got the same response. (BLP's 56.1 ¶ 16; Weiner Decl. Ex. E, Decl. of Butch Lewis ¶ 17)
C. Angelou's Agreement with Hallmark
Angelou claims that, after the meeting on November 22, 1994 at which Angelou signed the Letter, Lewis, accompanied by Farrell, returned to North Carolina with prototype greeting cards and sample drawings. The cards displayed by Lewis depicted caricatures of African Americans. According to Angelou, she found the images distasteful and did not want to be associated with them. She thought that Lewis did not understand her or her work. (Weiner Aff. Ex. S, Second Angelou Aff. ¶¶ 2-3)
Both Angelou and Hallmark claim further that Lewis engaged in "inappropriate and offensive behavior" during a March 1997 reception in Las Vegas. Thereafter, Angelou told Lewis that she was no longer interested in having a business relationship with him. (Weiner Aff. Ex. S, Angelou Second Aff. ¶ 5; Hallmark's 56.1 ¶ 24)
In 1997, at around the time BLP received the Proposed License Agreement from Hallmark, BLP prepared a draft of a Joint Venture Agreement (the "Draft Agreement") between BLP and Angelou that was never executed. (See Inwald Aff. Ex. H) The Draft Agreement, the terms of which mirror most of the Letter's terms, provided, inter alia, that "[t]he parties agree that the subject Agreement is the `more formal detailed agreement' that is referred to in the Letter Agreement dated November 22, 1994 between the parties and shall supersede same upon execution of this document." (Id. at 1)
In a March 31, 1998 letter from Hallmark Account Representative Lisa Aquino to Brann, Aquino expressed disappointment that the discussions with Lewis had ended in early 1997 and stated that "[w]e are still very interested in collaborating with Dr. Angelou on our Hallmark products." (Weiner Aff. Ex. Y) The next day, Brann responded by letter: "I am sorry to report that Dr. Maya Angelou does not want to enter into any Hallmark agreement at this time. . . . [H]er extensive publishing program at Random House precludes any such possibility." (Weiner Aff. Ex. Z)
By letter dated June 16, 1999, Angelou's North Carolina counsel wrote to Lewis: "On behalf of Dr. Maya Angelou, we hereby give formal notice that any business relationship that you have had or contemplated pursuant to a letter dated November 22, 1994 from you to Dr. Angelou, has been terminated." (Weiner Aff. Ex. U) BLP claims it never received the letter from Angelou's counsel. (BLP's Hallmark 56.1 ¶ B.10) BLP claims further that the letter was the culmination of a "strategy to bring closure to the Lewis matter" devised by Angelou, her adviser Bob Brown, and her family friend Amelia Parker in the Spring of 1999. (BLP's Hallmark 56.1 ¶ B.9-B.10)
BLP's version of the events leading up to the June 16, 1999 letter is as follows: Marquetta Glass of Hallmark heard from Amelia Parker in April 1999 that Angelou might work with Hallmark. (Id. ¶ B.3) Glass knew that Karen Mitchall-Layton of Hallmark had been dealing with Butch Lewis since 1995. (Id. ¶ B.4) However, she did not contact Mitchell-Layton or Lewis. (Id. ¶¶ B.5-B.6) Instead, Glass told Parker, who reported to Angelou, that dealing with Lewis had caused "a tidal wave of angst." (Id. ¶ B.7; Eisenstein Decl. Ex. 16, at 5) In May 1999, Parker and Glass exchanged letters discussing the proposed partnership between Angelou and Hallmark. (BLP's Hallmark 56.1 ¶ B.8; Eisenstein Decl. Exs. 10, 16) In anticipation of Angelou's meeting with Hallmark that led to the June 2000 license agreement between Angelou and Hallmark, Angelou and her advisers conceived of a "strategy to bring closure to the Lewis matter" in the form of the letter to Lewis. (BLP's Hallmark 56.1 ¶ B.9)
One week before the June 16, 1999 letter to Lewis, Angelou met with Hallmark representatives in Kanasas City, Missouri. (BLP's Hallmark 56.1 ¶ B.11; Eisenstein Decl. Ex. 1, Angelou Dep. at 273) BLP claims that Karen Mitchell-Layton, the person at Hallmark responsible for determining whether a potential licensor had an agent, was not told of the meeting and first heard of the renewed discussions with Angelou in October 1999. (BLP's Hallmark 56.1 ¶ B.12; Weiner Aff. Ex. J, Mitchell-Layton Dep. at 75) BLP claims further that when Mitchell-Layton asked about Lewis, Glass attacked Lewis and "shut [her] down." (BLP's Hallmark 56.1 ¶¶ 13-14; Weiner Aff. Ex. J, Mitchell-Layton Dep. at 77-78)
Angelou entered into a licensing agreement with Hallmark in June 2000. (See Weiner Aff. Ex. CC) Among other things, the agreement grants Hallmark the exclusive right to use both Angelou's new and her previously published literary works in connection with greeting cards and other specified products. (Id. ¶ 2(a)) The agreement guarantees Angelou an advance twenty times as large as the advance offered earlier to BLP and Angelou. (BLP's Hallmark 56.1 ¶ 19) BLP had no role in the discussions leading up to the June 2000 license agreement. (Hallmark's 56.1 ¶ 37; BLP's Hallmark 56.1 ¶ A.37) However, ...