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Reives v. Lumpkin

United States District Court, S.D. New York

January 30, 2015

ROBERT REIVES, Plaintiff,
v.
ELGIN BAYLOR LUMPKIN p/k/a GINUWINE, Defendant.

OPINION AND ORDER

RONNIE ABRAMS, District Judge.

Plaintiff Robert Reives ("Reives") brings this action against Defendant Elgin Baylor Lumpkin ("Lumpkin") for breach of contract. Reives alleges that Lumpkin, known professionally as the musical artist Ginuwine, failed to make payments as required under a 1996 Management Agreement (the "Management Agreement"), which appointed Reives as Lumpkin's manager. Lumpkin raises the affirmative defenses of abandonment and waiver, arguing that the parties mutually agreed to dissolve their professional relationship in late summer of 1996, less than a year after entering into the Agreement.

After a one-day bench trial held on November 10, 2014, and for the reasons below, the Court finds that the Management Agreement was mutually abandoned by the parties in late summer of 1996. The Court further finds that this abandonment of the Management Agreement precludes Reives' present action for breach of contract. Accordingly, the Court renders judgment in favor of Lumpkin, and awards all permissible costs accordingly.

FINDINGS OF FACT

I. Stipulated Findings of Fact The Court adopts as findings the following facts, to which the parties stipulated in their Joint Pre-Trial Order:

1. Plaintiff Reives and Defendant Lumpkin entered into the Management Agreement (Mgmt. Agreement (Dkt. 83 Ex. A)) on February 13, 1996.
2. Reives furnished the Management Agreement to Lumpkin for signature, who signed it and initialed the pages without otherwise altering its text. The other underlining and handwriting on the document were placed there by unknown third parties and do not form a part of the parties' agreement.
3. As a result of Reives' efforts, Lumpkin entered into a recording contract with Sony Music on March 11, 1996. (Recording Contract (Dkt. 83 Ex. L).)
4. The Recording Contract was amended on five occasions: November 1996, January 1998, July 1998, June 2000 and July 2002. (Dkt. 83 Ex. L.)
5. Reives had no role in securing or representing Lumpkin with respect to any of these amendments.

II. Additional Findings of Fact

Pursuant to Fed.R.Civ.P. 52, the Court makes the following additional findings of fact on the basis of testimony and exhibits presented at trial, as well as the depositions taken by the parties, [1] all of which were made a part of the record in this case. I also adopt herein any subsequent Conclusion of Law that may more properly be deemed a Finding of Fact.

Events Leading to the Management Agreement

Reives and Lumpkin first met in New Jersey around 1992 or 1993. (Trial Tr. 121:20-21; Lumpkin Dep. 7:22-8:3.) At the time, Reives was working as an artist and repertoire ("A&R") manager for Donald DeGrate (a/k/a DeVante) (Reives Dep. 9:22-10:8), a well-known producer and artist, while Lumpkin was working as one of DeGrate's artists, (Trial Tr. 122:2-4). At some point prior to 1996, Reives decided to develop his own roster of artists, and began conversations with Lumpkin, as well as at least two other artists, about becoming their manager. (Reives Dep. 11:3-19.) As a consequence of these conversations, Reives and Lumpkin entered into the Management Agreement on February 13, 1996. (Trial Tr. 123:3-124:14.)

Reives did not draft the Management Agreement, nor can he recall who provided the agreement template to him. (Trial Tr. 13:12-21, 79:14-16.) Prior to signature, the draft template was modified to include Reives' and Lumpkin's home addresses, as well as both parties' names, but was otherwise left untouched. (Trial Tr. 80:8-16.) Reives could not recall who made these modifications to the template, only that it might have been Jimmy Douglas, a recording engineer with whom he was working at the time. (Trial Tr. 80:8-16.) Neither party read the Management Agreement in any meaningful way prior to signature, nor was either party advised by an attorney. (Trial Tr. 120:6-9, 124:5-125:8.)

The Management Agreement

In the Joint Pre-Trial Order they submitted, the parties stipulated that the Management Agreement is unambiguous and speaks for itself as to its terms. Accordingly, I interpret the express terms of the Management Agreement to provide as follows, as is relevant here:

• The Management Agreement's initial term was three years. (Mgmt. Agreement § 2 ¶ 1.) Following this initial three-year term, the Management Agreement was to automatically renew for either two or three one-year terms.[2] (id. § 2 ¶ 2.)
• The Management Agreement automatically renewed unless the parties provided written notice of their intent to terminate the Agreement. (Id.) No written notice was required for renewal. (Id.) Written notice was only required if the parties elected not to renew the Management Agreement for these additional one-year terms. (Id.) There was, however, no express provision ...

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