The opinion of the court was delivered by: Shira A. Scheindlin, U.S.D.J.
Patricia Caruso, a veteran of the entertainment industry, brings this diversity action against Nancy Grace, a legal analyst and television series host, alleging breach of contract. Caruso's allegations arise out of an oral contract between Caruso and Grace that Grace would refrain from proceeding with a television series unless Caruso were offered the role of executive producer, and Grace's subsequent alleged breach of that agreement in proceeding with the show.
Before the Court are (1) Grace's motion to dismiss asserting that the alleged contract is defective as a matter of law because (a) it violates the statute of frauds since it could not be performed within one year; (b) it violates the statute of frauds because it involved a contract to pay for the negotiation of a business opportunity; (c) it is indefinite with respect to its material terms; and (2) Grace's motion for sanctions on the grounds that this action is frivolous. For the reasons discussed below, Grace's motions are denied.
A. The Parties and Their History
Patricia Caruso has worked in the entertainment industry for three decades and is the founder of Ashwells Entertainment, a production and public relations firm.*fn2 Nancy Grace is a former attorney and the host of two television shows, a nightly legal analysis series on Headline News, a division of CNN,and Swift Justice with Nancy Grace ("Swift Justice"), a syndicated television series.*fn3
Caruso and Grace first met while both worked for the cable television channel Court TV.*fn4 Since that time Caruso and Grace have been personally and professionally friendly.*fn5
While Grace was working for CNN her contract came up for renewal in 2006-07.*fn6 During the negotiations, Caruso advised Grace to insist on a "carve-out" provision that would permit her to appear on a syndicated television series.*fn7
Caruso explained the financial possibilities that such an opportunity would provide, and Grace ultimately asked for and received a "carve-out" provision in her CNN contract.*fn8 After that time Caruso and Grace frequently discussed the possibility of collaborating on a syndicated television series, and Grace explored some possibilities on her own.*fn9 Neither these talks nor Grace's explorations led to anything.*fn10
In early 2008, Caruso and Grace had a lunch meeting in Manhattan to discuss collaborating on a law-themed syndicated television series featuring Grace.*fn11 At the meeting Caruso described her idea for a possible series entitled Grace's Cases.*fn12 The show would be a law-themed syndicated television series in which Grace would help individuals pursue and resolve their legal issues.*fn13 Caruso and Grace then discussed potential alternative formats and the current market for such a series.*fn14
Following these discussions, Caruso and Grace reached an agreement (the "Agreement") containing the following specific provisions regarding their intention to work together on a law-themed syndicated television series:
a) To develop and/or assist in the development of a concept for a law-themed syndicated series featuring Grace (the "Series").
b) To market the Series to appropriate buyers or financiers, including broadcast television networks.
c) To serve as an executive producer to the Series. . . . Grace specifically agreed:
a) To cooperate in the development, production, and marketing of the Series, including attaching her name to the Series and attending meetings to market and sell the Series.
b) To proceed with the Series only in the event that Caruso were retained and credited as an executive producer.
c) To host the Series.*fn15
The positions of "executive producer" is uniformly recognized in the television industry, and both parties understood this at the time of their Agreement.*fn16 The position involves a variety of duties including involvement in developing the format and look of the series, marketing and publicity for the series, selecting a "show runner," selecting and overseeing a production team, supervising selection of supplemental cast and overseeing production of individual segment concepts, including booking guests.*fn17
The Agreement did not just pertain to the treatment for Grace's Cases.*fn18 Though Caruso and Grace intended to propose Grace's Cases to network executives, they understood that "another format could prove more attractive."*fn19
Therefore, they agreed that the Agreement "covered the Series in whatever format gained traction in the market."*fn20 In other words, the Agreement was intentionally made broad enough to cover any other format that the idea for their ...