Reference no: EM133282149

Defendant Mariah Carey is a famous, successful and wealthy entertainer. Plaintiff Joseph Vian was her stepfather before she achieved stardom, but at the start of this litigation was in the process of becoming divorced from defendant's mother. He claims defendant agreed orally that he would have a license to market singing dolls in her likeness and sues for breach of that agreement. Defendant claims that no contract existed and that the damages plaintiff seeks are not recoverable as a matter of law. The alleged basis of the oral contract is that on at least three occasions, twice in the family car and once on Vian's boat, Vian told Carey "Don't forget the Mariah dolls," and "I get the Mariah dolls." According to Vian, on one occasion Carey responded "okay" and on other occasions she merely smiled and nodded. Although Carey admits Vian mentioned the dolls two or three times, she testified that she thought it was a joke. For 30 years plaintiff has been in the business of designing, producing, and marketing gift and novelty items. Plaintiff claims that he had an oral contract with defendant. In determining whether a contract exists, "what matters are the parties' expressed intentions, the words and deeds which constitute objective signs in a given set of circumstances." (Citations omitted). "It is well settled that for a contract to be valid, the agreement between the parties must be definite and explicit so their intention may be ascertained to a reasonable degree of certainty." (Citation omitted) Therefore, the issue is whether the objective circumstances indicate that the parties intended to form a contract. Without such an intent, neither a contract nor a preliminary agreement to negotiate in good faith can exist. In making such a determination, a court may look at "whether the terms of the contract have been finally resolved." (Citation omitted). In addition, a court may consider "the context of the negotiations." Plaintiff has adduced no evidence that defendant ever intended by a nod of her head or the expression "okay" to enter into a complex commercial licensing agreement involving dolls in her likeness playing her copyrighted songs. The context in which this contract between an 18-year-old girl and her stepfather allegedly was made was an informal family setting, either in the car or on plaintiff's boat, while others were present. Vian's own version of events leads to the conclusion that there was no reason for Carey to think Vian was entirely serious, let alone that he intended to bind her to an agreement at that time. He admits he never told her he was serious. The objective circumstances do not indicate that Carey intended to form a contract with plaintiff. Although plaintiff's five-page memorandum of law (including two virtually textless pages) fails to raise the possibility, plaintiff also has not shown that Carey intended to be bound to negotiate with plaintiff at some later date over the licensing of "Mariah dolls." There can be no meeting of the minds, required for the formation of a contract, where essential material terms are missing. Thus, even if the parties both believe themselves to be bound, there is no contract when "the terms of the agreement are so vague and indefinite that there is no basis or standard for deciding whether the agreement had been kept or broken, or to fashion a remedy, and no means by which such terms may be made certain." (Citation omitted). Licensing contracts such as the one Vian claims a right to exploit normally are intricate business. They involve details. Even if the agreement was merely to agree on terms at some future time, under New York law, a mere agreement to agree, in which a material term is left for future negotiations, is unenforceable. The word "license" was not even used. As defendant points out, no price or royalty term was mentioned, nor was the duration or geographic scope of the license, nor was Carey's right to approve the dolls. Plaintiff admits he would not have gone ahead without defendant's approval, thus conceding the materiality of that term. In sum, plaintiff has not raised a triable issue of fact as to the existence of a contract. Viewing the facts in the light most favorable to plaintiff, as I have done in deciding this motion, there is no evidence that defendant thought, or should have thought, that plaintiff was serious about entering into a contract, nor that she believed she had bound herself to a licensing agreement for "Mariah dolls" by saying "okay" and nodding her head when her stepfather made passing references to the idea. The objective circumstances as portrayed by plaintiff do not indicate the existence of a legally binding agreement, and consideration is lacking.

The question in the Mariah Carey case is about whether or not there is an intent to be bound expressed by the parties-Intent is one of the three requirements for an offer.

List the facts that suggest the parties intended to be bound in contract: List the facts that suggest that the parties did not intend to be bound in contract:

Do you agree with the court's holding? Why or why not?