Faris v. Enberg
unpublished (1979)
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Rule of Law:
An implied-in-fact contract for an idea is not created when the idea is submitted for the sole purpose of soliciting another's participation in a business enterprise, rather than for sale. Furthermore, a claim for breach of confidence requires an understanding of confidentiality between the parties, which is not created by the mere unsolicited submission of an idea.
Facts:
- In 1964, Edgar C. Paris conceived an idea for a television sports quiz show and prepared a format for it.
- A few days before June 4, 1970, Paris telephoned KTLA studios to contact Richard Enberg, a television sports announcer, about participating in the show.
- Enberg returned the call, and Paris explained he had a show he intended to produce and wanted to talk to Enberg about being the master of ceremonies (MC).
- They met the next day, where Paris explained the show's format and gave Enberg a copy, stating it was his 'creation' and 'literary property.'
- Paris proposed that Enberg could either be the MC or participate as a part-owner, stating, 'if he came with me, we would both make money on the show.'
- Enberg expressed interest and, at his request, Paris left a copy of the format with him for further review.
- Sometime later, a television show called 'Sports Challenge' aired with Enberg as the MC and was produced by Gerald Gross.
Procedural Posture:
- Edgar C. Paris filed two separate lawsuits against Richard Enberg and others in the superior court (trial court).
- Case No. C815 alleged express contract, implied contract, and breach of confidence.
- Case No. C801201 alleged plagiarism and implied contract.
- The trial court granted the defendants' demurrer and dismissed Case No. C801201.
- Paris, as appellant, appealed the dismissal to the Court of Appeal.
- The Court of Appeal (in a prior decision, Faris I) affirmed the dismissal of the plagiarism and implied-in-law contract claims but reversed on the implied-in-fact contract claim, allowing it to proceed.
- Following the appellate decision, the defendants in the consolidated cases moved for summary judgment.
- The trial court granted the defendants' motion for summary judgment, dismissing all remaining claims.
- Paris, as appellant, appealed the grant of summary judgment to the Court of Appeal.
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Issue:
Does the unsolicited submission of a television show format to a potential master of ceremonies for the purpose of forming a business partnership, rather than for sale, create a triable issue of fact for an implied-in-fact contract or a breach of confidence?
Opinions:
Majority - Rothman, J.
No. The submission of an idea does not create an implied-in-fact contract or a confidential relationship where the undisputed evidence shows the idea was offered to solicit participation in a business venture, not for sale. First, regarding the implied-in-fact contract claim, the court followed the precedent set in Desny v. Wilder, which requires that an idea be disclosed for the purpose of sale and voluntarily accepted by the offeree with knowledge that the offeror expects payment for its use. Here, Paris's own statements show he submitted the format to Enberg to induce him to join the project as an MC or business partner, not to sell the idea to Enberg. There was no evidence that Paris expected compensation for the service of revealing the format, or that Enberg understood it as an offer for which he would have to pay if the idea were used. Second, regarding the breach of confidence claim, the court held that an actionable breach requires that an idea is offered and voluntarily received in confidence, with an understanding that it is not to be disclosed or used without permission. A confidential relationship is not created from the mere submission of an idea. Paris never told Enberg the submission was confidential, and calling it his 'creation' or 'literary property' was insufficient to create such an obligation. Without evidence of an agreement, a pre-existing special relationship, or a legally protectable idea, no confidential relationship can be inferred.
Analysis:
This case significantly clarifies the boundaries for protecting unsolicited ideas under California law, particularly in the entertainment industry. It establishes that the purpose of the disclosure is paramount; an idea pitched to recruit a collaborator is treated differently from an idea pitched for sale. The ruling serves as a caution to creators that they must be explicit about their intentions, either by framing the disclosure as a sale or by securing a confidentiality agreement. The decision narrows the scope of implied-in-fact contracts and breach of confidence claims, thereby protecting recipients of ideas from liability where the submitter's expectations of payment or confidentiality were never communicated.
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