I. Introduction to the Contract
The contract dispute between Julie Taymor (“Taymor” or “Plaintiff”), the former director of “Spider-Man: Turn Off the Dark” (the “Musical”), and Hello Entertainment (“Hello” or “Defendant”), the producers of the Musical, has reached a critical phase as Hello recently filed its counterclaims against Taymor’s lawsuit. Plaintiff brought an action to remedy for Hello’s breach of contract and promissory estoppel. Defendant refuted Taymor on the grounds that Plaintiff violated the implied covenant of good faith and the contract thus has become commercially impracticable. A contract is a promise that is legally enforceable and if breached entitled to a remedy. This legal memorandum discusses potential remedy for Taymor and Hello as well as strengths and weaknesses of each party’s possible arguments.
II. Breach of Contract Taymor entered into an agreement with Hello pursuant to which material terms related to Taymor’s role on the Musical were decided (“Collaborator Agreement”). According to the agreement, “Taymor will have approval over the following elements . . . and the following elements also require the approval of Hello” and she will be provided with the total of $125,000 non-recoupable fee. Collaborator Agreement July 12, 2005. While the agreement requires Plaintiff’s approval on certain changes in the Musical, however, it fails to stipulate that she has the final creative approval over the Musical related to elements, including timing of approvals and re-writing. The vague terms of Collaborator Agreement regarding the extent to which Taymor can have approval of has enabled Defendant to claim that it is not obliged to obtain her approval before making any changes to the book. However, it must be noted that Collaborator Agreement is by no means a fully integrated written contract. It is clearly stated in the document that “a