This Is Me v. Taylor
157 F.3d 139 (1998)
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Rule of Law:
Under New York law, all writings that form part of a single transaction and are designed to effectuate the same purpose must be read together to determine the full scope of the parties' rights and obligations, even if the documents were executed on different dates or do not involve all the same parties.
Facts:
- Actress Elizabeth Taylor and producer Zev Bufman formed a partnership, the Elizabeth Theatre Group, to produce stage plays and their television/film versions, agreeing to be co-producers on every project.
- Taylor and Bufman recruited actress Cicely Tyson to star in a stage production and a contemplated videotaped version of "The Corn is Green."
- Tyson, through her personal services corporation This Is Me, Inc., agreed to perform in exchange for a $750,000 "pay or play" guarantee to compensate for forgoing other professional opportunities for nearly a year.
- An initial, single contract containing the guarantee was superseded and bifurcated into two contemporaneously executed agreements: a standard Actors' Equity "run of the play" contract for the stage performance, and a separate "video contract" which contained the $750,000 pay-or-play guarantee.
- Zev Bufman signed the run of the play contract, which incorporated by reference the Actors' Equity rules, on behalf of an entity named "The Corn Company."
- The video contract, containing the guarantee, was executed between Zev Bufman Entertainment, Inc. and This Is Me, Inc.; neither Taylor nor Bufman signed this specific document in their individual capacities.
- Bufman also signed a standard Actors' Equity Security Agreement that explicitly bound him individually and broadly defined "Producer" to include any individual or entity controlling the production.
- The play had a short run, the video was never produced, and This Is Me, Inc. was not paid the full balance of the $750,000 guarantee.
Procedural Posture:
- This Is Me, Inc. (Tyson's corporation) commenced an arbitration against Zev Bufman, Elizabeth Taylor, and Zev Bufman Entertainment, Inc. (ZBEI).
- The arbitration resulted in an award against ZBEI, but the arbitration against the individuals, Bufman and Taylor, was permanently stayed by agreement.
- This Is Me, Inc. then filed a lawsuit against Bufman and Taylor personally in U.S. District Court.
- A jury returned a verdict finding both Bufman and Taylor personally liable for the unpaid balance of the $750,000 guarantee.
- The district court granted the defendants' motion for judgment as a matter of law, overturning the jury's verdict and dismissing the complaint.
- Plaintiff-appellant This Is Me, Inc. appealed the district court's judgment to the U.S. Court of Appeals for the Second Circuit.
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Issue:
Under New York law, may multiple contracts and agreements related to a single production be read together to impose personal liability on individual producers for a guarantee contained in a contract they did not personally sign?
Opinions:
Majority - Jacobs
Yes, multiple contracts and agreements from a single transaction may be read together to impose personal liability on producers. The court found that there was a legally sufficient evidentiary basis for the jury to conclude that all the writings—the run of the play contract, the video contract, the Security Agreement, and the incorporated Actors' Equity rules—formed part of a single transaction for Cicely Tyson's services. The court identified two sufficient lines of reasoning for the jury's verdict. First, the video contract could be linked to the run of the play contract, which incorporated Equity rules that extend liability to partners (Taylor) of the signatory (Bufman). Second, the Security Agreement, which Bufman signed individually, guaranteed payment for all employment agreements "in relation to the Play," and the jury could reasonably find that the video contract qualified as such an agreement and that both Taylor and Bufman qualified as "Producers" under the agreement's broad definition.
Analysis:
This decision is a significant application of the contract law principle that multiple documents constituting a single transaction should be construed together. It demonstrates that parties cannot easily shield themselves from obligations by strategically splitting them across different contracts signed by different corporate entities. The ruling highlights the power of incorporated documents, such as industry-wide union rules, to create personal liability for individuals even if the primary obligation is in a document they did not sign. For producers and business partners, this case serves as a caution that their personal liability may be broader than anticipated, extending to all interrelated components of a deal they control.
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