The opinion of the court was delivered by: RICHARD CASEY, District Judge
MEMORANDUM OPINION & ORDER
Creative Transaction Corp. ("CTC") and its President, Amy Lee,
("Plaintiffs") sued Monroe Allen Publishers, Inc. ("MAP") and its
President, Philip M. Rideout, ("Defendants") on various contract and tort
causes of action arising from the parties' effort to publish and sell a
dictionary. Rideout authored the dictionary; Lee provided capital and
assisted Rideout in negotiations with a publishing company, Heinle &
Heinle Publishers ("Heinle"). Successful in these negotiations, MAP and
CTC entered into an agreement with Heinle, by which Heinle would publish
and market the dictionary and would produce a derivative work. During
subsequent negotiations with Heinle concerning Heinle's transfer of its
rights in the dictionaries, relations between Plaintiffs and Defendants
deteriorated; Plaintiffs brought suit on an eight-count complaint as a
Now before the Court are Defendants' motion for summary judgment and
Plaintiffs' motion for partial summary judgment. For the reasons that
follow Plaintiffs' motion is DENIED and Defendants' motion is GRANTED IN
PART AND DENIED IN PART
In 1993, Lee and Rideout, on behalf of their companies, established a
relationship to produce a dictionary entitled A Dictionary of Modern
American English. According to a letter written in November 1993,
that Defendants contend was a contract, Lee invested $27,000 to aid
Rideout in completing his dictionary of modern American English. In
exchange for the capital, Lee was to receive all of the proceeds from the
Asian sales of the dictionary and any derivatives of the primary work.
All other royalties were to go to Rideout. Plaintiffs dispute whether
this letter represented a binding contract between the parties.
Plaintiffs allege that Lee negotiated with Heinle on Rideout's behalf.
In 1994, MAP and Heinle entered into an agreement to publish the
dictionary under the title The Newbury House Dictionary of American
English (the "NHD"). This 1994 agreement assigned all Asian royalties to
CTC. In 1997, the parties reached a second agreement (the "1997
agreement") with Heinle to produce a derivative work called The Basic
Newbury House Dictionary of American English (the "Basic NHD"). The 1997
agreement included both MAP and CTC as the dictionary's "Author."
According to that contract, Heinle agreed "to pay the Author a royalty
based on the net cash received by the publisher from the sale of the
work." (Basic NHD Agreement, Defendants' Notice of Motion, Exh. C, at 1,
In 1998, MAP and CTC entered into another agreement (the "1998
agreement") that gave CTC: (1) the nonexclusive right to create
derivations on the dictionaries for sale in Asia; (2) exclusive rights to
exploit the dictionaries and derivations thereon in Asia; and (3)
exclusive rights to exploit Asian-language derivations of the
dictionaries throughout the world.
Problems began after the 1998 agreement was executed. Lee and Heinle
were negotiating to
transfer any rights Heinle had in the dictionaries in Asia to
Plaintiffs. Rideout, unhappy about being left out of these negotiations,
complained to both Heinle and Lee. Plaintiffs maintain that Defendants
interfered with the negotiations by insisting that Heinle transfer to
Defendants the rights to the dictionaries in the Asian market that
Plaintiffs were attempting to procure from Heinle. As a result,
Plaintiffs say Heinle withdrew from negotiations with them.
Additionally, Plaintiffs contend that Defendants repudiated the 1998
agreement by these communications with Heinle and also by seeking to
negotiate with Lee a license to exploit the dictionaries in Asia.
Plaintiffs contend that the 1997 agreement in which CTC was
included in the definition of "Author," to whom Heinle was to pay
royalties for all sales of the Basic NHD entitles Plaintiffs to
half of all royalties from the Basic NHD. Plaintiffs further allege that
Defendants retained all such royalties and therefore breached the 1997
agreement. Counts one through five of the complaint relate to the 1997
agreement. The sixth cause of action alleges breach of the 1998 agreement
between Heinle and the parties relating to Plaintiffs' exploitation of
the dictionaries. The seventh cause of action claims that Defendants
tortiously interfered with Plaintiffs' negotiations with Asian publishers
regarding the dictionaries in Asia. Finally, the eighth cause of action
seeks injunctive relief: (1) barring Defendants from interference with
Plaintiffs' negotiations with publishing companies; (2) preventing
Defendants from exploiting the dictionaries in Asia; and (3) requiring
Defendants to turn over databases for the dictionaries to Plaintiffs.
Plaintiffs move for partial summary judgment on their first cause of
action, that is, that Defendants breached the 1997 agreement. Defendants
move for summary judgement as to all claims.
II. SUMMARY JUDGMENT STANDARD
Federal Rule of Civil Procedure 56(c) provides that summary judgment is
appropriate "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).
Summary judgment should only be granted "if after discovery, the
nonmoving party `has failed to make a sufficient showing on an essential
element of its case with respect to which it has the burden of proof.'"
Berger v. United States, 87 F.3d 60, 65 (2d Cir. 1996) (quoting Celotex
Corp. v. Catrett 477 U.S. 317, 323 (1986)). When viewing the evidence,
the Court must "assess the record in the light most favorable to the
nonmovant, resolve all ambiguities and draw all reasonable inferences in
its favor." Delaware & Hudson Ry. Co. v. Consolidated Rail Corp.,
902 F.2d 174, 177 (2d Cir. 1990).
An issue of fact is genuine when "a reasonable jury could return a
verdict for the nonmoving party," and such contested facts are material
to the outcome of the particular litigation if the substantive law at
issue so renders them. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986). "If, as to the issue on which summary judgment is sought, there
is any evidence in the record from any source from which a reasonable
inference could be drawn in favor of the nonmoving party, summary
judgment is improper." Chambers v. TRM Copy Centers Corp., 43 F.3d 29, 37
(2d Cir. 1994). Only when it is apparent that no rational trier of fact
"could find in favor of the nonmoving party ...